TESORO PETROLEUM CORP /NEW/
REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d81423ex10-1.txt
<DESCRIPTION>REVOLVING CREDIT AGREEMENT
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.1

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                                  $150,000,000

                           REVOLVING CREDIT AGREEMENT

                                      AMONG

                          TESORO PETROLEUM CORPORATION,

                                  AS BORROWER,

                               THE SEVERAL LENDERS

                        FROM TIME TO TIME PARTIES HERETO,

                         BANC ONE CAPITAL MARKETS, INC.,

                                  AS ARRANGER,

                                  BANK ONE, NA,

                            AS ADMINISTRATIVE AGENT,

                            THE BANK OF NOVA SCOTIA,

                              AS SYNDICATION AGENT

                                       AND

                              ABN AMRO BANK, N.V.,

                             AS DOCUMENTATION AGENT

                           DATED AS OF OCTOBER 4, 2000

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<PAGE>   2
                                TABLE OF CONTENTS

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                                                                                                        PAGE
<S>                                                                                                     <C>
SECTION 1.        DEFINITIONS..............................................................................1
                  1.1      Defined Terms...................................................................1
                  1.2      Other Definitional Provisions..................................................18

SECTION 2.        AMOUNT AND TERMS OF REVOLVING COMMITMENTS...............................................18
                  2.1      Revolving Commitments..........................................................18
                  2.2      Procedure for Borrowing........................................................19
                  2.3      Repayment of Loans; Evidence of Debt...........................................19
                  2.4      Commitment Fees, etc...........................................................20
                  2.5      Termination or Reduction of Revolving Commitments..............................20
                  2.6      Optional Prepayments...........................................................20
                  2.7      Mandatory Commitment Termination and Prepayment
                           upon Change of Control.........................................................21
                  2.8      Conversion and Continuation Options............................................21
                  2.9      Minimum Amounts and Maximum Number of Eurodollar Tranches......................22
                  2.10     Interest Rates and Payment Dates...............................................22
                  2.11     Computation of Interest and Fees...............................................22
                  2.12     Inability to Determine Interest Rate...........................................23
                  2.13     Pro Rata Treatment and Payments................................................23
                  2.14     Requirements of Law............................................................24
                  2.15     Taxes..........................................................................25
                  2.16     Indemnity......................................................................27
                  2.17     Illegality.....................................................................28
                  2.18     Change of Lending Office.......................................................28
                  2.19     Extension of Revolving Termination Date........................................28

SECTION 3.        LETTERS OF CREDIT.......................................................................30
                  3.1      L/C Commitment.................................................................30
                  3.2      Procedure for Issuance of Letter of Credit.....................................30
                  3.3      Fees and Other Charges.........................................................31
                  3.4      L/C Participations.............................................................31
                  3.5      Reimbursement Obligation of the Borrower.......................................32
                  3.6      Obligations Absolute...........................................................33
                  3.7      Letter of Credit Payments......................................................33
                  3.8      Applications...................................................................34
                  3.9      Indemnification of Issuing Lender..............................................34

SECTION 4.        REPRESENTATIONS AND WARRANTIES..........................................................34
                  4.1      Financial Condition............................................................34
                  4.2      No Change......................................................................35
                  4.3      Corporate Existence; Compliance with Law.......................................35
                  4.4      Corporate Power; Authorization; Enforceable Obligations........................35
                  4.5      No Legal Bar...................................................................35
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<TABLE>
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                  4.6      No Material Litigation.........................................................36
                  4.7      No Default.....................................................................36
                  4.8      Ownership of Property; Liens...................................................36
                  4.9      Intellectual Property..........................................................36
                  4.10     Taxes..........................................................................36
                  4.11     Federal Regulations............................................................36
                  4.12     Labor Matters..................................................................37
                  4.13     ERISA..........................................................................37
                  4.14     Investment Company Act; Other Regulations......................................37
                  4.15     Subsidiaries...................................................................37
                  4.16     Use of Proceeds................................................................37
                  4.17     Environmental Matters..........................................................37
                  4.18     Accuracy of Information, etc...................................................39
                  4.19     Solvency.......................................................................39
                  4.20     Senior Indebtedness............................................................39
                  4.21     Excluded Subsidiaries..........................................................39

SECTION 5.        CONDITIONS PRECEDENT....................................................................39
                  5.1      Conditions to Initial Extension of Credit......................................39
                  5.2      Conditions to Each Extension of Credit.........................................41

SECTION 6.        AFFIRMATIVE COVENANTS...................................................................41
                  6.1      Financial Statements...........................................................41
                  6.2      Certificates; Other Information................................................42
                  6.3      Payment of Obligations.........................................................42
                  6.4      Conduct of Business and Maintenance of Existence, etc..........................43
                  6.5      Maintenance of Property; Insurance.............................................43
                  6.6      Inspection of Property; Books and Records; Discussions.........................43
                  6.7      Notices........................................................................43
                  6.8      Environmental Laws.............................................................44
                  6.9      Additional Subsidiaries........................................................44

SECTION 7.        NEGATIVE COVENANTS......................................................................45
                  7.1      Financial Condition Covenants..................................................45
                  7.2      Limitation on Indebtedness.....................................................45
                  7.3      Limitation on Liens............................................................45
                  7.4      Limitation on Fundamental Changes..............................................47
                  7.5      Limitation on Disposition of Property..........................................47
                  7.6      Limitation on Restricted Payments..............................................48
                  7.7      Limitation on Investments......................................................48
                  7.8      Limitation on Optional Payments and Modifications of Debt Instruments, etc.....49
                  7.9      Limitation on Transactions with Affiliates.....................................50
                  7.10     Limitation on Changes in Fiscal Periods........................................50
                  7.11     Limitation on Negative Pledge Clauses..........................................50
                  7.12     Limitation on Restrictions on Subsidiary Distributions.........................50
</TABLE>



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<TABLE>
<S>                                                                                                     <C>
                  7.13     Limitation on Lines of Business................................................51

SECTION 8.        EVENTS OF DEFAULT.......................................................................51

SECTION 9.        THE ADMINISTRATIVE AGENT................................................................53
                  9.1      Appointment; Nature of Relationship............................................53
                  9.2      Powers.........................................................................54
                  9.3      General Immunity...............................................................54
                  9.4      No Responsibility for Loans, Recitals, etc.....................................54
                  9.5      Action on Instructions of Lenders..............................................55
                  9.6      Employment of Agents and Counsel...............................................55
                  9.7      Reliance on Documents; Counsel.................................................55
                  9.8      Administrative Agent's Reimbursement and Indemnification.......................55
                  9.9      Notice of Default..............................................................56
                  9.10     Rights as a Lender.............................................................56
                  9.11     Lender Credit Decision.........................................................56
                  9.12     Successor Administrative Agent.................................................57
                  9.13     Delegation to Affiliates.......................................................57
                  9.14     Documentation Agent, Syndication Agent, etc....................................58

SECTION 10.       MISCELLANEOUS...........................................................................58
                  10.1     Amendments and Waivers.........................................................58
                  10.2     Notices........................................................................59
                  10.3     No Waiver; Cumulative Remedies.................................................59
                  10.4     Survival of Representations and Warranties.....................................60
                  10.5     Payment of Expenses............................................................60
                  10.6     Successors and Assigns; Participations and Assignments.........................61
                  10.7     Adjustments; Set-off...........................................................63
                  10.8     Counterparts...................................................................64
                  10.9     Severability...................................................................64
                  10.10    Integration....................................................................64
                  10.11    GOVERNING LAW..................................................................64
                  10.12    Submission To Jurisdiction; Waivers............................................64
                  10.13    Acknowledgements...............................................................65
                  10.14    Confidentiality................................................................65
                  10.15    Enforceability; Usury..........................................................66
                  10.16    Accounting Changes.............................................................67
                  10.17    WAIVERS OF JURY TRIAL..........................................................67
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SCHEDULES:

1.1A         Revolving Commitments
3.1          Existing Letters of Credit
4.4          Consents, Authorizations, Filings and Notices
4.13         ERISA
4.15         Subsidiaries; Excluded Subsidiaries
7.3(f)       Existing Liens


EXHIBITS:

A            Form of Guarantee Agreement
B            Form of Compliance Certificate
C            Form of Closing Certificate
D            Form of Assignment and Acceptance
E-1          Form of Legal Opinion of Fulbright & Jaworski L.L.P.
E-2          Form of Legal Opinion of James C. Reed, Jr.
F            Form of Note
G            Form of Exemption Certificate



                                      -iv-
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         REVOLVING CREDIT AGREEMENT, dated as of October 4, 2000, among TESORO
PETROLEUM CORPORATION, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions or entities from time to time parties to
this Agreement (the "Lenders"), BANC ONE CAPITAL MARKETS, INC., as arranger (in
such capacity, the "Arranger"), BANK ONE, NA, as administrative agent (in such
capacity, the "Administrative Agent"), THE BANK OF NOVA SCOTIA, as syndication
agent (in such capacity, the "Syndication Agent") and ABN AMRO BANK, N.V., as
documentation agent (in such capacity, the "Documentation Agent").



                                    RECITALS


         WHEREAS, the Borrower has requested that the Lenders make available the
credit facility described herein and the 364-Day Facility (as hereunder defined)
for the purposes described in this Agreement and the 364-Day Facility Agreement
(as hereunder defined);

         WHEREAS, the Lenders are willing to make such credit facilities
available to the Borrower on the terms and subject to the conditions contained
herein and in the 364-Day Facility Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
agree as follows:

                             Section 1. DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the terms listed in this
subsection 1.1 shall have the respective meanings set forth in this subsection
1.1.

         "Adjustment Date": as defined in the Pricing Grid.

          "Affiliate": as to any Person, any other Person which, directly or
     indirectly, is in control of, is controlled by, or is under common control
     with, such Person. For purposes of this definition, "control" of a Person
     means the power, directly or indirectly, either to (a) vote 10% or more of
     the securities having ordinary voting power for the election of directors
     (or persons performing similar functions) of such Person or (b) direct or
     cause the direction of the management and policies of such Person, whether
     by contract or otherwise.

          "Agents": the collective reference to the Administrative Agent,
     Syndication Agent and the Documentation Agent.

          "Aggregate Exposure": with respect to any Lender at any time, an
     amount equal to the sum of (a) the aggregate undrawn amount of such
     Lender's Revolving Commitment at such time and (b) the aggregate principal
     amount of such Lender's Revolving Extensions of Credit then outstanding.



<PAGE>   7


          "Aggregate Exposure Percentage": with respect to any Lender at any
     time, the ratio (expressed as a percentage) of such Lender's Aggregate
     Exposure at such time to the Aggregate Exposure of all Lenders at such
     time.

          "Agreement": this Revolving Credit Agreement, as amended, supplemented
     or otherwise modified from time to time.

          "Anacortes Facility": Borrower's Anacortes refining facility, located
     near Anacortes, Washington.

          "Applicable Margin": (a) with respect to Eurodollar Loans, 1.25% and
     (b) with respect to Base Rate Loans, 0.0%; provided, that on and after the
     Adjustment Date with respect to the Borrower's fiscal quarter ended
     September 30, 2000, the Applicable Margin shall be determined pursuant to
     the Pricing Grid (subject to the exceptions set forth therein).

          "Application": an application, in such form as an Issuing Lender may
     specify from time to time, requesting such Issuing Lender to open a Letter
     of Credit.

          "Assignee": as defined in subsection 10.6(c).

          "Assignor": as defined in subsection 10.6(c).

          "Available Revolving Commitment": as to any Lender at any time, an
     amount equal to the excess, if any, of (a) such Lender's Revolving
     Commitment then in effect over (b) such Lender's Revolving Extensions of
     Credit then outstanding.

          "Base Rate": for any day, a rate of interest per annum equal to the
     higher of (i) the Prime Rate for such day and (ii) the sum of the Federal
     Funds Effective Rate for such day plus 1/2% per annum. For purposes hereof:
     "Prime Rate" shall mean a rate per annum equal to the prime rate of
     interest announced from time to time by Bank One, NA or its parent (which
     is not necessarily the lowest rate charged to any customer), changing when
     and as said prime rate changes.

          "Base Rate Loans": Loans for which the applicable rate of interest is
     based upon the Base Rate.

          "Benefitted Lender": as defined in subsection 10.7.

          "Board": the Board of Governors of the Federal Reserve System of the
     United States (or any successor).

          "Borrowing Date": any Business Day specified by the Borrower as a date
     on which the Borrower requests the relevant Lenders to make Loans
     hereunder.



                                       2
<PAGE>   8


          "Business Day": (i) for all purposes other than as covered by clause
     (ii) below, a day other than a Saturday, Sunday or other day on which
     commercial banks in Chicago, Illinois are authorized or required by law to
     close and (ii) with respect to all notices and determinations in connection
     with, and payments of principal and interest on, Eurodollar Loans, any day
     which is a Business Day described in clause (i) and which is also a day for
     trading by and between banks in Dollar deposits in the interbank eurodollar
     market.

          "Capital Lease Obligations": as to any Person, the obligations of such
     Person to pay rent or other amounts under any lease of (or other
     arrangement conveying the right to use) real or personal property, or a
     combination thereof, which obligations are required to be classified and
     accounted for as a liability for capital leases on a balance sheet of such
     Person under GAAP, and, for the purposes of this Agreement, the amount of
     such obligations at any time shall be the liability amount thereof at such
     time determined in accordance with GAAP.

          "Capital Stock": any and all shares, interests, participations or
     other equivalents (however designated) of capital stock of a corporation,
     any and all equivalent ownership interests in a Person (other than a
     corporation) and any and all warrants, rights or options to purchase any of
     the foregoing.

          "Cash Equivalents": (a) marketable direct obligations issued by, or
     unconditionally guaranteed by, the United States Government or issued by
     any agency thereof and backed by the full faith and credit of the United
     States, in each case maturing within one year from the date of acquisition;
     (b) certificates of deposit, time deposits, eurodollar time deposits or
     overnight bank deposits having maturities of six months or less from the
     date of acquisition issued by any Lender or by any commercial bank
     organized under the laws of the United States of America or any state
     thereof having combined capital and surplus of not less than $500,000,000;
     (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by
     Moody's, or carrying an equivalent rating by a nationally recognized rating
     agency, if both of the two named rating agencies cease publishing ratings
     of commercial paper issuers generally, and maturing within six months from
     the date of acquisition; (d) repurchase obligations of any Lender or of any
     commercial bank satisfying the requirements of clause (b) of this
     definition, having a term of not more than 30 days with respect to
     securities issued or fully guaranteed or insured by the United States
     government; (e) securities with maturities of one year or less from the
     date of acquisition issued or fully guaranteed by any state, commonwealth
     or territory of the United States, by any political subdivision or taxing
     authority of any such state, commonwealth or territory or by any foreign
     government, the securities of which state, commonwealth, territory,
     political subdivision, taxing authority or foreign government (as the case
     may be) are rated at least A by S&P or A by Moody's; (f) securities with
     maturities of six months or less from the date of acquisition backed by
     standby letters of credit issued by any Lender or any commercial bank
     satisfying the requirements of clause (b) of this definition; or (g) shares
     of money market mutual or similar funds which invest exclusively in assets
     satisfying the requirements of clauses (a) through (f) of this definition.



                                       3
<PAGE>   9


          "Change of Control": a "Change of Control" shall be deemed to have
     occurred if (i) there shall be consummated (A) any consolidation or merger
     of the Borrower in which the Borrower is not the continuing or surviving
     corporation or pursuant to which shares of the Borrower's common stock
     would be converted into cash, securities or other property, other than a
     merger of the Borrower where a majority of the Board of Directors of the
     surviving corporation are, and for a two year period after the merger
     continue to be, persons who were directors of the Borrower immediately
     prior to such merger or were elected directors as directors, or nominated
     for election as directors, by a vote of at least two-thirds of the
     directors then still in office who were directors of the Borrower
     immediately prior to such merger, or (B) any sale, lease exchange or
     transfer (in one transaction or a series of transactions) of all or
     substantially all of the assets of the Borrower, unless, immediately
     following such sale, lease, exchange or transfer, such assets are owned,
     directly or indirectly, by the Borrower or one or more Subsidiaries of the
     Borrower, or (ii) the shareholders of the Borrower shall approve any plan
     or proposal for the liquidation or dissolution of the Borrower or (iii)(A)
     any "person" as defined in the Exchange Act, other than the Borrower or a
     Subsidiary or any employee benefit plan sponsored by the Borrower or a
     Subsidiary, shall become the beneficial owner (within the meaning of Rule
     13d-3 under the Exchange Act) of securities of the Borrower representing
     50% or more of the combined voting power of the Borrower's then outstanding
     securities ordinarily (and apart from rights accruing in special
     circumstances) having the right to vote in the election of directors, as a
     result of a tender or exchange offer, open market purchases, privately
     negotiated purchases or otherwise, and (B) at any time during a period of
     two consecutive years thereafter, individuals who immediately prior to the
     beginning of such period constituted the Board of Directors of the Borrower
     shall cease for any reason to constitute at least a majority thereof,
     unless the election or the nomination by the Board of Directors for
     election by the Borrower's shareholders of each new director during such
     period was approved by a vote of at least two-thirds of the directors then
     still in office who were directors at the beginning of such period.

          "Closing Date": the date on which the conditions precedent set forth
     in subsection 5.1 shall have been satisfied or waived, which date is
     October 4, 2000.

          "Code": the Internal Revenue Code of 1986, as amended from time to
     time.

          "Commitment Fee Rate": 0.375% per annum; provided that, if the
     Borrower obtains a corporate credit rating or issuer rating from Standard &
     Poor's Ratings Services ("S&P") or Moody's Investors Service, Inc.
     ("Moody's"), of BBB- or Baa3, respectively, or better, the Commitment Fee
     Rate shall be reduced by .050% on the date either S&P or Moody's announces
     such upgrade.

          "Commonly Controlled Entity": an entity, whether or not incorporated,
     which is under common control with the Borrower within the meaning of
     Section 4001 of ERISA or is part of a group which includes the Borrower and
     which is treated as a single employer under Section 414 of the Code.



                                       4
<PAGE>   10


          "Compliance Certificate": a certificate duly executed by a Responsible
     Officer substantially in the form of Exhibit B.

          "Consolidated EBITDA": for any period, Consolidated Net Income for
     such period plus, without duplication and to the extent reflected as a
     charge in the statement of such Consolidated Net Income for such period,
     the sum of (a) income and franchise tax expense, (b) Consolidated Interest
     Expense and, to the extent not included in Consolidated Interest Expense,
     amortization or writeoff of debt discount and debt issuance costs and
     commissions, discounts and other fees and charges associated with
     Indebtedness (including the Loans), (c) depreciation, depletion and
     amortization expense, (d) amortization of intangibles (including, but not
     limited to, goodwill) and organization costs, (e) any extraordinary,
     unusual or non-recurring expenses or losses (including, whether or not
     otherwise includable as a separate item in the statement of such
     Consolidated Net Income for such period, losses on sales of assets outside
     of the ordinary course of business) and (f) any other non-cash charges, and
     minus, to the extent included in the statement of such Consolidated Net
     Income for such period, the sum of (a) interest income, (b) any
     extraordinary, unusual or non-recurring income or gains (including, whether
     or not otherwise includable as a separate item in the statement of such
     Consolidated Net Income for such period, gains on the sales of assets
     outside of the ordinary course of business) and (c) any other non-cash
     income, all as determined on a consolidated basis.

          "Consolidated Fixed Charge Coverage Ratio": for any period, the ratio
     of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such
     period to (b) Consolidated Fixed Charges for such period.

          "Consolidated Fixed Charges": for any period, the sum (without
     duplication) of (a) Consolidated Interest Expense for such period and (b)
     dividends paid by the Borrower in cash during such period in respect of
     Capital Stock of the Borrower.

          "Consolidated Interest Expense": for any period, total interest
     expense of the Borrower and its Subsidiaries for such period with respect
     to all outstanding Indebtedness of the Borrower and its Subsidiaries
     (including, without limitation, all commissions, discounts and other fees
     and charges owed with respect to bankers' acceptance financing and net
     costs under Hedge Agreements (but excluding hydrocarbon swaps or other
     similar agreements providing protection against fluctuations of hydrocarbon
     prices) in respect of interest rates to the extent such net costs are
     allocable to such period in accordance with GAAP). Consolidated Interest
     Expense shall in any event include (a) interest attributable to Capital
     Lease Obligations of the Borrower and its Subsidiaries, (b) the implied
     interest component under Securitization Transactions entered into by the
     Borrower or any of its Subsidiaries (including, without limitation, the
     discount in connection with the sale of receivables and receivables related
     assets in connection with a Securitization Transaction) and (c) the
     Synthetic Lease Interest Component of any Synthetic Lease entered into by
     the Borrower or any of its Subsidiaries.



                                       5
<PAGE>   11


          "Consolidated Leverage Ratio": as at the last day of any period of
     four consecutive fiscal quarters, the ratio of (a) Consolidated Total Debt
     on such day to (b) Consolidated EBITDA for such period; provided that for
     purposes of calculating Consolidated EBITDA of the Borrower and its
     Subsidiaries for any period, the Consolidated EBITDA of any Person acquired
     by the Borrower or its Subsidiaries during such period shall be included on
     a pro forma basis for such period (assuming the consummation of such
     acquisition and the incurrence or assumption of any Indebtedness in
     connection therewith occurred on the first day of such period) if the
     consolidated balance sheet of such acquired Person and its consolidated
     Subsidiaries as at the end of the period preceding the acquisition of such
     Person and the related consolidated statements of income and stockholders'
     equity and of cash flows for the period in respect of which Consolidated
     EBITDA is to be calculated (i) have been previously provided to the
     Administrative Agent and the Lenders and (ii) either (A) have been reported
     on without a qualification arising out of the scope of the audit by
     independent certified public accountants of nationally recognized standing
     or (B) have been found acceptable by the Administrative Agent.

          "Consolidated Net Income": for any period, the consolidated net income
     (or loss) of the Borrower and its Subsidiaries, determined on a
     consolidated basis in accordance with GAAP; provided that there shall be
     excluded (a) the income (or deficit) of any Person accrued prior to the
     date it becomes a Subsidiary of the Borrower or is merged into or
     consolidated with the Borrower or any of its Subsidiaries, (b) the income
     (or deficit) of any Person (other than a Subsidiary of the Borrower) in
     which the Borrower or any of its Subsidiaries has an ownership interest,
     except to the extent that any such income is actually received by the
     Borrower or such Subsidiary in the form of dividends or similar
     distributions and (c) the undistributed earnings of any Subsidiary of the
     Borrower to the extent that the declaration or payment of dividends or
     similar distributions by such Subsidiary is not at the time permitted by
     the terms of any Contractual Obligation (other than under any Loan
     Document) or Requirement of Law (other than fraudulent conveyance or
     similar laws) applicable to such Subsidiary.

          "Consolidated Shareholders' Equity": as of any date of determination,
     with respect to such Person, the consolidated total stockholders' equity of
     such Person and its Consolidated Subsidiaries, determined in accordance
     with GAAP.

          "Consolidated Total Debt": at any date, the aggregate principal amount
     of all Indebtedness of the Borrower and its Subsidiaries at such date,
     determined on a consolidated basis. Consolidated Total Debt shall in any
     event exclude obligations of the Borrower and its Subsidiaries in respect
     of any letters of credit issued in the ordinary course of business of the
     Borrower and its Subsidiaries, other than any such letter of credit issued
     to support Indebtedness or other obligations of any Person other than the
     Borrower or any Subsidiary of the Borrower.



                                       6
<PAGE>   12


          "Contractual Obligation": as to any Person, any provision of any
     security issued by such Person or of any agreement, instrument or other
     undertaking to which such Person is a party or by which it or any of its
     Property is bound.

          "Default": any of the events specified in Section 8, whether or not
     any requirement for the giving of notice, the lapse of time, or both, has
     been satisfied.

          "Disposition": with respect to any Property, any sale, lease, sale and
     leaseback, assignment, conveyance, transfer or other disposition thereof;
     the terms "Dispose" and "Disposed of" shall have correlative meanings.

          "Dollars" and "$": dollars in lawful currency of the United States of
     America.

          "Domestic Subsidiary": any Subsidiary of the Borrower organized under
     the laws of any jurisdiction within the United States of America.

          "Environmental Laws": any and all foreign, Federal, state, local or
     municipal laws, rules, orders, regulations, statutes, ordinances, codes,
     decrees, requirements of any Governmental Authority or other Requirements
     of Law (including common law) regulating, relating to or imposing liability
     or standards of conduct concerning protection of human health or the
     environment, as now or may at any time hereafter be in effect.

          "Environmental Permits": any and all permits, licenses, registrations,
     notifications, approvals, exemptions and any other authorization required
     under any Environmental Law.

          "ERISA": the Employee Retirement Income Security Act of 1974, as
     amended from time to time.

          "Eurocurrency Reserve Requirements": for any day as applied to a
     Eurodollar Loan, the aggregate (without duplication) of the maximum rates
     of reserve requirements in effect on such day (including, without
     limitation, basic, supplemental, marginal and emergency reserves under any
     regulations of the Board or other Governmental Authority having
     jurisdiction with respect thereto) dealing with reserve requirements
     prescribed for eurocurrency funding (currently referred to as "Eurocurrency
     Liabilities" in Regulation D of the Board) maintained by a member bank of
     the Federal Reserve System.

          "Eurodollar Base Rate": with respect to each day during each Interest
     Period pertaining to a Eurodollar Loan, the applicable British Bankers'
     Association Interest Settlement Rate for deposits in U.S. 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 Base Rate for the relevant Interest Period shall instead be the
     applicable British Bankers' Association Interest Settlement Rate for
     deposits in U.S. dollars as reported by any other generally recognized
     financial information service as of 11:00 a.m.



                                       7
<PAGE>   13


     (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 to
     the Administrative Agent, the applicable Eurodollar Base Rate for the
     relevant Interest Period shall instead be the rate determined by the
     Administrative Agent to be the rate at which Bank One, NA or one of its
     Affiliate banks offers to place deposits in U.S. 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, NA's relevant Eurodollar Loan and
     having a maturity equal to such Interest Period.

          "Eurodollar Loans": Loans for which the applicable rate of interest is
     based upon the Eurodollar Rate.

          "Eurodollar Rate": with respect to a Eurodollar Loan for the relevant
     Interest Period, the quotient of (a) the Eurodollar Base Rate applicable to
     such Interest Period, divided by (b) one minus the Eurocurrency Reserve
     Requirement (expressed as a decimal) applicable to such Interest Period.

          "Eurodollar Tranche": the collective reference to Eurodollar Loans the
     then current Interest Periods with respect to all of which begin on the
     same date and end on the same later date (whether or not such Loans shall
     originally have been made on the same day).

          "Event of Default": any of the events specified in Section 8, provided
     that any requirement for the giving of notice, the lapse of time, or both,
     as applicable, has been satisfied.

          "Excluded Foreign Subsidiary": any Foreign Subsidiary in respect of
     which the guaranteeing by such Subsidiary of the Obligations, would, in the
     good faith judgment of the Borrower, result in adverse tax consequences to
     the Borrower.

          "Excluded Subsidiaries": the collective reference to the "Excluded
     Subsidiaries" listed on Schedule 4.15.

          "Existing Credit Agreement": the Third Amended and Restated Credit
     Agreement, dated as of July 2, 1998, as amended and modified from time to
     time, among the Borrower, Bank One, NA (formerly known as The First
     National Bank of Chicago), as administrative agent, and others.

          "Existing Letters of Credit": as defined in subsection 3.1.

          "Federal Funds Effective Rate": 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



                                       8
<PAGE>   14


     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.

          "Foreign Subsidiary": any Subsidiary of the Borrower that is not a
     Domestic Subsidiary.

          "Funding Office": the office specified from time to time by the
     Administrative Agent as its funding office by notice to the Borrower and
     the Lenders in accordance with subsection 9.2.

          "GAAP": generally accepted accounting principles in the United States
     of America as in effect from time to time, except that for purposes of
     subsection 7.1, GAAP shall be determined on the basis of such principles in
     effect on the date hereof and consistent with those used in the preparation
     of the most recent audited financial statements delivered pursuant to
     subsection 4.1(b).

          "Governmental Authority": any nation or government, any state or other
     political subdivision thereof and any entity exercising executive,
     legislative, judicial, regulatory or administrative functions of or
     pertaining to government (including, without limitation, the National
     Association of Insurance Commissioners).

          "Guarantee Agreement": the Guarantee Agreement to be executed and
     delivered by each Subsidiary Guarantor, substantially in the form of
     Exhibit A, as the same may be amended, supplemented or otherwise modified
     from time to time.

          "Guarantee Obligation": as to any Person (the "guaranteeing person"),
     any obligation of (a) the guaranteeing person or (b) another Person
     (including, without limitation, any bank under any letter of credit) to
     induce the creation of which the guaranteeing person has issued a
     reimbursement, counterindemnity or similar obligation, in either case
     guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
     or other obligations (the "primary obligations") of any other third Person
     (the "primary obligor") in any manner, whether directly or indirectly,
     including, without limitation, any obligation of the guaranteeing person,
     whether or not contingent, (i) to purchase any such primary obligation or
     any Property constituting direct or indirect security therefor, (ii) to
     advance or supply funds (1) for the purchase or payment of any such primary
     obligation or (2) to maintain working capital or equity capital of the
     primary obligor or otherwise to maintain the net worth or solvency of the
     primary obligor, (iii) to purchase Property, securities or services
     primarily for the purpose of assuring the owner of any such primary
     obligation of the ability of the primary obligor to make payment of such
     primary obligation or (iv) otherwise to assure or hold harmless the owner
     of any such primary obligation against loss in respect thereof; provided,
     however, that the term Guarantee Obligation shall not include endorsements
     of instruments for deposit or collection in the ordinary course of
     business. The amount of any Guarantee Obligation of any guaranteeing person
     shall be deemed to be the lower of (a) an amount equal to the stated



                                       9
<PAGE>   15


     or determinable amount of the primary obligation in respect of which such
     Guarantee Obligation is made and (b) the maximum amount for which such
     guaranteeing person may be liable pursuant to the terms of the instrument
     embodying such Guarantee Obligation, unless such primary obligation and the
     maximum amount for which such guaranteeing person may be liable are not
     stated or determinable, in which case the amount of such Guarantee
     Obligation shall be such guaranteeing person's maximum reasonably
     anticipated liability in respect thereof as determined by the Borrower in
     good faith.

          "Hedge Agreements": all interest rate swaps, caps, collar agreements,
     hydrocarbon swaps or similar arrangements entered into by the Borrower
     providing for protection against fluctuations in interest rates, currency
     exchange rates or hydrocarbon prices or the exchange of nominal interest
     obligations, either generally or under specific contingencies.

          "Indebtedness": of any Person at any date, without duplication, (a)
     all indebtedness of such Person for borrowed money, (b) all obligations of
     such Person for the deferred purchase price of Property or services (other
     than current trade payables incurred in the ordinary course of such
     Person's business), (c) all obligations of such Person evidenced by notes,
     bonds, debentures or other similar instruments, (d) all indebtedness
     created or arising under any conditional sale or other title retention
     agreement with respect to Property acquired by such Person (even though the
     rights and remedies of the seller or lender under such agreement in the
     event of default are limited to repossession or sale of such Property), (e)
     all Capital Lease Obligations of such Person, (f) all reimbursement
     obligations of such Person, contingent or otherwise, as an account party
     under acceptance, letter of credit or similar facilities, (g) all
     obligations of such Person, contingent or otherwise, to purchase, redeem,
     retire or otherwise acquire for value any Capital Stock of such Person, (h)
     all Guarantee Obligations of such Person for obligations of the kind
     referred to in clauses (a) through (g) above; (i) for the purposes of
     subsections 7.2 and 8(e) only, all obligations of the kind referred to in
     clauses (a) through (h) above secured by (or for which the holder of such
     obligation has an existing right, contingent or otherwise, to be secured
     by) any Lien on Property (including, without limitation, accounts and
     contract rights) owned by such Person, whether or not such Person has
     assumed or become liable for the payment of such obligation, (j) for the
     purposes of subsection 8(e) only, all obligations of such Person in respect
     of Hedge Agreements, (k) the liquidation value of any mandatorily
     redeemable preferred Capital Stock of such Person or its Subsidiaries held
     by any Person other than such Person and its Wholly Owned Subsidiaries, (l)
     the aggregate net amount of indebtedness or obligations of such Person
     relating to the sale, contribution or other conveyance of accounts
     receivable in a Securitization Transaction (or similar transaction)
     regardless of whether such transaction is effected without recourse or in a
     manner which would not be reflected on a balance sheet in accordance with
     GAAP, (m) the amount of any Synthetic Lease Obligations of such Person and
     the principal portion of all obligations of such Person under any other tax
     retention operating lease, off-balance sheet loan or similar off-balance
     sheet financing product where such transaction is considered borrowed money



                                       10
<PAGE>   16


     indebtedness for tax purposes but is classified as an operating lease under
     GAAP and (n) the Indebtedness of any partnership or unincorporated joint
     venture in which such Person is a general partner or a joint venturer, but
     only to the extent to which there is recourse to such Person for the
     payment of such Indebtedness. Obligations of the Borrower and its
     Subsidiaries to pay dues to Marine Spill Response Corporation in an
     aggregate amount of up to $5,000,000 shall not be deemed to constitute
     Indebtedness.

          "Indemnified Liabilities": as defined in subsection 10.5.

          "Indemnitee": as defined in subsection 10.5.

          "Insolvency": with respect to any Multiemployer Plan, the condition
     that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "Insolvent": pertaining to a condition of Insolvency.

          "Intellectual Property": the collective reference to all rights,
     priorities and privileges relating to intellectual property, whether
     arising under United States, multinational or foreign laws or otherwise,
     including, without limitation, copyrights, copyright licenses, patents,
     patent licenses, trademarks, trademark licenses, technology, know-how and
     processes, and all rights to sue at law or in equity for any infringement
     or other impairment thereof, including the right to receive all proceeds
     and damages therefrom.

          "Interest Payment Date": (a) as to any Base Rate Loan, the first day
     of each April, July, October and January to occur while such Loan is
     outstanding and the final maturity date of such Loan, (b) as to any
     Eurodollar Loan having an Interest Period of three months or less, the last
     day of such Interest Period, (c) as to any Eurodollar Loan having an
     Interest Period of six months, each of (i) the day which is three months
     after the first day of such Interest Period and (ii) the last day of such
     Interest Period and (d) as to any Loan (other than any Base Rate Loan), the
     date of any repayment or prepayment made in respect thereof.

          "Interest Period": as to any Eurodollar Loan, (a) initially, the
     period commencing on the borrowing or conversion date, as the case may be,
     with respect to such Eurodollar Loan and ending one, two, three or six
     months thereafter, as selected by the Borrower in its notice of borrowing
     or notice of conversion, as the case may be, given with respect thereto;
     and (b) thereafter, each period commencing on the last day of the next
     preceding Interest Period applicable to such Eurodollar Loan and ending
     one, two, three or six months thereafter, as selected by the Borrower by
     irrevocable notice to the Administrative Agent not less than three Business
     Days prior to the last day of the then current Interest Period with respect
     thereto; provided that, all of the foregoing provisions relating to
     Interest Periods are subject to the following:

          (i) if any Interest Period would otherwise end on a day that is not a
     Business Day, such Interest Period shall be extended to the next succeeding
     Business Day unless



                                       11
<PAGE>   17


     the result of such extension would be to carry such Interest Period into
     another calendar month in which event such Interest Period shall end on the
     immediately preceding Business Day;

          (ii) any Interest Period that would otherwise extend beyond the
     Revolving Termination Date shall end on the Revolving Termination Date; and

          (iii) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of a calendar month.

          "Investments": as defined in subsection 7.7.

          "Issuing Lenders": Bank One, NA, Bank of Tokyo-Mitsubishi, Ltd. and
     ABN AMRO Bank, N.V, in their capacity as issuers of any Letter of Credit.

          "L/C Commitment": $150,000,000.

          "L/C Fee Payment Date": the first day of each April, July, October and
     January and the last day of the Revolving Commitment Period.

          "L/C Obligations": at any time, an amount equal to the sum of (a) the
     aggregate then undrawn and unexpired amount of the then outstanding Letters
     of Credit and (b) the aggregate amount of drawings under Letters of Credit
     which have not then been reimbursed pursuant to subsection 3.5.

          "L/C Participants": the collective reference to all the Lenders other
     than such Issuing Lender.

          "Letters of Credit": as defined in subsection 3.1(a).

          "Lien": any mortgage, pledge, hypothecation, assignment, deposit
     arrangement, encumbrance, lien (statutory or other), charge or other
     security interest or any preference, priority or other security agreement
     or preferential arrangement of any kind or nature whatsoever (including,
     without limitation, any conditional sale or other title retention agreement
     and any capital lease having substantially the same economic effect as any
     of the foregoing).

          "Loan": as defined in subsection 2.1.

          "Loan Documents": this Agreement, the Guarantee Agreement and the
     Notes.

          "Loan Parties": the Borrower and each Subsidiary of the Borrower which
     is a party to a Loan Document.



                                       12
<PAGE>   18


          "Majority Lenders": at any time, the holders of more than 50% of the
     sum of (a) the Available Revolving Commitments and (b) the aggregate unpaid
     principal amount of the Total Revolving Extensions of Credit then
     outstanding.

          "Mandatorily Convertible Preferred Stock": any and all shares,
     interests, participations or other equivalents (however designated),
     including depositary shares, of the 7.25% Mandatorily Convertible Preferred
     Stock issued by the Borrower, as more fully described in that certain
     Certificate of Designation, dated as of June 25, 1998, of the Borrower's
     Restated Certificate of Incorporation.

          "Material Adverse Effect": a material adverse effect on (a) the
     business, assets, property, condition (financial or otherwise) or prospects
     of the Borrower and its Subsidiaries taken as a whole or (b) the validity
     or enforceability of this Agreement or any of the other Loan Documents or
     the rights or remedies of the Agents or the Lenders hereunder or
     thereunder.

          "Materials of Environmental Concern": any gasoline or petroleum
     (including crude oil or any fraction thereof) or petroleum products,
     polychlorinated biphenyls, urea-formaldehyde insulation, asbestos,
     pollutants, contaminants, radioactivity, and any other substances or forces
     of any kind, whether or not any such substance or force is defined as
     hazardous or toxic under any Environmental Law, that is regulated pursuant
     to or could give rise to liability under any Environmental Law.

          "Material Subsidiary Guarantor": at any date of determination, any
     Subsidiary Guarantor, other than Tesoro Marine Services, Inc., which (a)
     has total assets exceeding 15% of the consolidated total assets of the
     Borrower and its Subsidiaries taken as a whole or (b) has consolidated net
     income for the period of four consecutive fiscal quarters most recently
     ended on or prior to such date of determination exceeding 15% of the
     Consolidated Net Income of the Borrower and its Subsidiaries for such
     period.

          "Multiemployer Plan": a Plan which is a multiemployer plan as defined
     in Section 4001(a)(3) of ERISA.

          "Non-Excluded Taxes": as defined in subsection 2.15(a).

          "Non-U.S. Lender": as defined in subsection 2.15(d).

          "Notes": the collective reference to any promissory note evidencing
     Loans.

          "Obligations": the unpaid principal of and interest on (including,
     without limitation, interest accruing after the maturity of the Loans and
     Reimbursement Obligations and interest accruing after the filing of any
     petition in bankruptcy, or the commencement of any insolvency,
     reorganization or like proceeding, relating to the Borrower, whether or not
     a claim for post-filing or post-petition interest is allowed in such
     proceeding) the Loans and all other obligations and liabilities of the
     Borrower to the Administrative Agent or to any Lender (or, in the case of
     Hedge Agreements, any



                                       13
<PAGE>   19


     affiliate of any Lender), whether direct or indirect, absolute or
     contingent, due or to become due, or now existing or hereafter incurred,
     which arise under this Agreement, any other Loan Document, the Letters of
     Credit, any Hedge Agreement entered into with any Lender or any affiliate
     of any Lender or any other document made, delivered or given by any Loan
     Party pursuant hereto or thereto, whether on account of principal,
     interest, reimbursement obligations, fees, indemnities, costs, expenses
     (including, without limitation, all fees, charges and disbursements of
     counsel to the Administrative Agent or to any Lender that are required to
     be paid by the Borrower pursuant hereto) or otherwise.

          "Other Taxes": any and all present or future stamp or documentary
     taxes or any other excise or property taxes, charges or similar levies
     arising from any payment made hereunder or from the execution, delivery or
     enforcement of, or otherwise with respect to, this Agreement or any other
     Loan Document, other than, in each case, any franchise tax or similar tax
     based upon the income, capital, assets or other properties of any Lender.

          "Participant": as defined in subsection 10.6(b).

          "Payment Office": the office specified from time to time by the
     Administrative Agent as its payment office by notice to the Borrower and
     the Lenders in accordance with subsection 10.2.

          "PBGC": the Pension Benefit Guaranty Corporation established pursuant
     to Subtitle A of Title IV of ERISA (or any successor).

          "Person": an individual, partnership, corporation, limited liability
     company, business trust, joint stock company, trust, unincorporated
     association, joint venture, Governmental Authority or other entity of
     whatever nature.

          "Plan": at a particular time, any employee benefit plan which is
     covered by ERISA and in respect of which the Borrower or a Commonly
     Controlled Entity is (or, if such plan were terminated at such time, would
     under Section 4069 of ERISA be deemed to be) an "employer" as defined in
     Section 3(5) of ERISA.

          "Pricing Grid": the pricing grid attached hereto as Annex A.

          "Projections": as defined in subsection 6.2(c).

          "Property": any right or interest in or to property of any kind
     whatsoever, whether real, personal or mixed and whether tangible or
     intangible, including, without limitation, Capital Stock.

          "Reference Lender": Bank One, NA.

          "Register": as defined in subsection 10.6(d).

          "Regulation U": Regulation U of the Board as in effect from time to
     time.



                                       14
<PAGE>   20


          "Reimbursement Obligation": the obligation of the Borrower to
     reimburse such Issuing Lender pursuant to subsection 3.5 for amounts drawn
     under Letters of Credit.

          "Reorganization": with respect to any Multiemployer Plan, the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "Reportable Event": any of the events set forth in Section 4043(b) of
     ERISA, other than those events as to which the thirty day notice period is
     waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC
     Reg. Section 4043.

          "Required Lenders": at any time, the holders of more than 66 2/3% of
     the sum of (a) the Available Revolving Commitments and (b) the aggregate
     unpaid principal amount of the Total Revolving Extensions of Credit then
     outstanding; provided that, if more than 15 Lenders are party to this
     Agreement, the Required Lenders shall be the Majority Lenders.

          "Requirement of Law": as to any Person, the Certificate of
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, 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.

          "Responsible Officer": the chief executive officer, president, chief
     financial officer, general counsel, vice president corporate resources,
     vice president financial resources, vice president controller or vice
     president and treasurer of the Borrower, but in any event, with respect to
     financial matters, the chief financial officer, vice president financial
     resources, vice president controller or vice president and treasurer of the
     Borrower.

          "Restricted Payments": as defined in subsection 7.6.

          "Revolving Commitment": as to any Lender, the obligation of such
     Lender, if any, to make Loans and participate in Letters of Credit, in an
     aggregate principal and/or face amount not to exceed the amount set forth
     under the heading "Revolving Commitment" opposite such Lender's name on
     Schedule 1.1A, as the same may be changed from time to time pursuant to the
     terms hereof. The original amount of the Total Revolving Commitments is
     $150,000,000.

          "Revolving Commitment Period": the period from and including the
     Closing Date to the Revolving Termination Date.

          "Revolving Extensions of Credit": as to any Lender at any time, an
     amount equal to the sum of (a) the aggregate principal amount of all Loans
     made by such Lender then outstanding, and (b) such Lender's Revolving
     Percentage of the L/C Obligations then outstanding.



                                       15
<PAGE>   21


          "Revolving Percentage": as to any Lender at any time, the percentage
     which such Lender's Revolving Commitment then constitutes of the Total
     Revolving Commitments (or, at any time after the Revolving Commitments
     shall have expired or terminated, the percentage which the aggregate
     principal amount of such Lender's Loans then outstanding constitutes of the
     aggregate principal amount of the Loans then outstanding).

          "Revolving Termination Date": October 4, 2003, as such date may be
     extended pursuant to provisions hereof.

          "SEC": U.S. Securities and Exchange Commission.

          "Securitization Transaction": any financing transaction or series of
     financing transactions that have been or may be entered into by the
     Borrower or any of its Subsidiaries pursuant to which the Borrower or such
     Subsidiary may sell, convey or otherwise transfer to any other Person, or
     may grant a security interest in, any accounts receivable, notes
     receivable, right to future lease payments or residuals or other similar
     rights to payment (the "Securitization Receivables") (whether such
     Securitization Receivables are then existing or arising in the future) of
     the Borrower or such Subsidiary, and any assets related thereto.

          "Senior Subordinated Note Indenture": the Indenture, dated as of July
     2, 1998, entered into by the Borrower, certain of its Subsidiaries and U.S.
     Bank Corporate Trust Services, as trustee, in connection with the issuance
     of the Senior Subordinated Notes, together with all instruments and other
     agreements entered into by the Borrower or such Subsidiaries in connection
     therewith, as the same may be amended, supplemented or otherwise modified
     from time to time in accordance herewith.

          "Senior Subordinated Notes": the $300,000,000 aggregate principal
     amount of 9% Senior Subordinated Notes of the Borrower due 2008 issued on
     July 2, 1998 pursuant to the Senior Subordinated Note Indenture.

          "Single Employer Plan": any Plan which is covered by Title IV of
     ERISA, but which is not a Multiemployer Plan.

          "Solvent": when used with respect to any Person, means that, as of any
     date of determination, (a) the amount of the "present fair saleable value"
     of the assets of such Person will, as of such date, exceed the amount of
     all "liabilities of such Person, contingent or otherwise", as of such date,
     as such quoted terms are determined in accordance with applicable federal
     and state laws governing determinations of the insolvency of debtors, (b)
     the present fair saleable value of the assets of such Person will, as of
     such date, be greater than the amount that will be required to pay the
     liability of such Person on its debts as such debts become absolute and
     matured, (c) such Person will not have, as of such date, an unreasonably
     small amount of capital with which to conduct its business, and (d) such
     Person will be able to pay its debts as they mature. For purposes of this
     definition, (i) "debt" means liability on a "claim", and (ii) "claim" means
     any (x) right to payment, whether or not such a right is reduced to
     judgment, liquidated,



                                       16
<PAGE>   22


     unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
     legal, equitable, secured or unsecured or (y) right to an equitable remedy
     for breach of performance if such breach gives rise to a right to payment,
     whether or not such right to an equitable remedy is reduced to judgment,
     fixed, contingent, matured or unmatured, disputed, undisputed, secured or
     unsecured.

          "Subsidiary": as to any Person, a corporation, partnership, limited
     liability company or other entity of which shares of stock or other
     ownership interests having ordinary voting power (other than stock or such
     other ownership interests having such power only by reason of the happening
     of a contingency) to elect a majority of the board of directors or other
     managers of such corporation, partnership or other entity are at the time
     owned, or the management of which is otherwise controlled, directly or
     indirectly through one or more intermediaries, or both, by such Person.
     Unless otherwise qualified, all references to a "Subsidiary" or to
     "Subsidiaries" in this Agreement shall refer to a Subsidiary or
     Subsidiaries of the Borrower.

          "Subsidiary Guarantor": each Subsidiary of the Borrower other than any
     Excluded Subsidiary and any Excluded Foreign Subsidiary.

          "Synthetic Lease": each arrangement, however described, under which
     the obligor accounts for its interest in the property covered thereby under
     GAAP as lessee of a lease which is not a capital lease under GAAP and
     accounts for its interest in the property covered thereby for Federal
     income tax purposes as the owner.

          "Synthetic Lease Interest Components": with respect to any Person for
     any period, the portion of rent paid or payable (without duplication) for
     such period under Synthetic Leases for such Person that would be treated as
     interest in accordance with Financial Accounting Standards Board Statement
     No. 13 if such Synthetic Leases were treated as capital leases under GAAP.

          "Synthetic Lease Obligation": as to any Person with respect to any
     Synthetic Lease at any time of determination, the amount of the liability
     of such Person in respect of such Synthetic Lease that would (if such lease
     was required to be classified and accounted for as a capital lease on a
     balance sheet of such Person in accordance with GAAP) be required to be
     capitalized on the balance sheet of such Person at such time.

          "364-Day Facility" the credit facility made available pursuant to the
     364-Day Facility Agreement.

          "364-Day Facility Agreement" the 364-Day Revolving Credit Agreement,
     dated as of the date hereof, entered into among the Borrower, the Lenders
     parties thereto, Bank One, NA, as administrative agent, and others, as the
     same may be amended, extended, supplemented or otherwise modified from time
     to time.

          "Total Revolving Commitments": at any time, the aggregate amount of
     the Revolving Commitments then in effect.



                                       17
<PAGE>   23


          "Total Revolving Extensions of Credit": at any time, the aggregate
     amount of the Revolving Extensions of Credit of the Lenders outstanding at
     such time.

          "Transferee": as defined in subsection 10.14.

          "Type": as to any Loan, its nature as a Base Rate Loan or a Eurodollar
     Loan.

          "Uniform Customs": the Uniform Customs and Practice for Documentary
     Credits (1993 Revision), International Chamber of Commerce Publication No.
     500, as the same may be amended from time to time.

          "Wholly Owned Subsidiary": as to any Person, any other Person all of
     the Capital Stock of which (other than directors' qualifying shares
     required by law) is owned by such Person directly and/or through other
     Wholly Owned Subsidiaries.

          "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor that is
     a Wholly Owned Subsidiary of the Borrower.

         1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

         (b) As used herein and in the other Loan Documents, and any certificate
or other document made or delivered pursuant hereto or thereto, accounting terms
relating to the Borrower and its Subsidiaries not defined in subsection 1.1 and
accounting terms partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.

         (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

         (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

              SECTION 2. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

         2.1 Revolving Commitments. (a) Subject to the terms and conditions
hereof, each Lender severally agrees to make revolving loans ("Loans") to the
Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to such
Lender's Revolving Percentage of the L/C Obligations then outstanding, does not
exceed the amount of such Lender's Revolving Commitment. During the Revolving
Commitment Period the Borrower may use the Revolving Commitments by borrowing,
prepaying the Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof. The Loans may from time to time be Eurodollar
Loans or Base



                                       18
<PAGE>   24


Rate Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with subsections 2.2 and 2.8, provided that no Loan shall be
made as a Eurodollar Loan after the day that is one month prior to the Revolving
Termination Date.

         (b) The Borrower shall repay all outstanding Loans on the Revolving
Termination Date.

         2.2 Procedure for Borrowing. (a) The Borrower may borrow under the
Revolving Commitments during the Revolving Commitment Period on any Business
Day, provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 11:00
a.m., Central Time, (a) in the case of Eurodollar Loans, three Business Days
prior to the requested Borrowing Date, or (b) in the case of Base Rate Loans, on
the requested Borrowing Date), specifying (i) the amount and Type of Loans to be
borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar
Loans, the respective amounts of each such Type of Loan and the respective
lengths of the initial Interest Period therefore. Each borrowing under the
Revolving Commitments shall be in an amount equal to (x) in the case of Base
Rate Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if
the then aggregate Available Revolving Commitments are less than $500,000, such
lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole
multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from
the Borrower, the Administrative Agent shall promptly notify each Lender
thereof. Each Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the Borrower
at the Funding Office prior to 1:00 p.m., Central Time (in the case of a
borrowing of Base Rate Loans in respect of which notice of such borrowing is
given on such Borrowing Date) and 11:00 a.m. Central Time (in the case of any
other borrowing), on the Borrowing Date requested by the Borrower in funds
immediately available to the Administrative Agent. The Administrative Agent
shall make available to the Borrower the aggregate of the amounts made available
to the Administrative Agent by the Lenders in like funds as received by the
Administrative Agent.

         2.3 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the appropriate Lender the then unpaid principal amount of each Loan of such
Lender on the Revolving Termination Date (or such earlier date on which the
Loans become due and payable pursuant to Section 8). The Borrower hereby further
agrees to pay interest on the unpaid principal amount of the Loans from time to
time outstanding from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in subsection 2.10.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

         (c) The Administrative Agent, on behalf of the Borrower, shall maintain
the Register pursuant to subsection 10.6(e), and a subaccount therein for each
Lender, in which shall



                                       19
<PAGE>   25


be recorded (i) the amount of each Loan made hereunder and any Note evidencing
such Loan, the Type thereof and each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) both the amount of
any sum received by the Administrative Agent hereunder from the Borrower and
each Lender's share thereof.

         (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.3(b) shall, to the extent permitted by
applicable law, be prima facie evidence (in the absence of manifest error) of
the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of the Borrower to repay (with applicable
interest) the Loans made to such Borrower by such Lender in accordance with the
terms of this Agreement.

         (e) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing any Loans of such Lender,
substantially in the form of Exhibit F, with appropriate insertions as to date
and principal amount.

         2.4 Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee for the
period from and including the Closing Date to the last day of the Revolving
Commitment Period, computed at the Commitment Fee Rate on the average daily
amount of the Available Revolving Commitment of such Lender during the period
for which payment is made, payable quarterly in arrears on the first day of each
January, April, July and October and on the Revolving Termination Date,
commencing on the first of such dates to occur after the date hereof.

         (b) The Borrower agrees to pay to the Administrative Agent the fees in
the amounts and on the dates from time to time agreed to in writing by the
Borrower and the Administrative Agent.

         2.5 Termination or Reduction of Revolving Commitments. The Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate any of the Revolving Commitments or, from
time to time, to reduce the amount of any of the Revolving Commitments;
provided, that no such termination or reduction of Revolving Commitments shall
be permitted if, after giving effect thereto and to any prepayments of the Loans
made on the effective date thereof, the Total Revolving Extensions of Credit
would exceed the Total Revolving Commitments. Any such reduction shall be in a
minimum amount equal to $5,000,000, or a whole multiple of $1,000,000 in excess
thereof (or, if the then aggregate Revolving Commitments are less than
$5,000,000, such lesser amount), and shall reduce permanently the relevant
Revolving Commitments then in effect.

         2.6 Optional Prepayments. The Borrower may at any time and from time to
time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent at least three Business
Days prior thereto in the case of Eurodollar Loans and, prior to 11:00 a.m.,
Central Time, on the date of such prepayment in the



                                       20
<PAGE>   26


case of Base Rate Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans;
provided, that if a Eurodollar Loan is prepaid on any day other than the last
day of the Interest Period applicable thereto, the Borrower shall also pay any
amounts owing pursuant to subsection 2.16. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of Base
Rate Loans) accrued interest to such date on the amount prepaid. Partial
prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or
a whole multiple thereof (or if the then aggregate principal amount of Loans
outstanding is less than $1,000,000, such lesser amount).

         2.7 Mandatory Commitment Termination and Prepayment upon Change of
Control. Upon the occurrence of a Change of Control, (a) automatically, without
any notice, the Revolving Commitments shall immediately terminate and (b) the
Borrower shall immediately prepay all Loans, together with all accrued and
unpaid interest thereon and shall immediately cash collateralize all outstanding
L/C Obligations in the manner contemplated by the last paragraph of Section 8.

         2.8 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to Base Rate Loans by giving the
Administrative Agent at least one Business Day's prior irrevocable notice of
such election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by
giving the Administrative Agent at least three Business Days' prior irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefore), provided, that no Base Rate Loan may be converted
into a Eurodollar Loan (i) when any Event of Default has occurred and is
continuing and the Administrative Agent or the Majority Lenders have determined
in its or their sole discretion not to permit such conversions or (ii) after the
date that is one month prior to the Revolving Termination Date. Upon receipt of
any such notice, the Administrative Agent shall promptly notify each Lender
thereof.

         (b) Any Eurodollar Loan may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided, that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Majority Lenders have determined in its or their sole discretion not to permit
such continuations or (ii) after the date that is one month prior to the
Revolving Termination Date, and provided, further, that if the Borrower shall
fail to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans shall
be automatically converted to Base Rate Loans on the last day of such then
expiring Interest Period. Upon receipt of any such notice, the Administrative
Agent shall promptly notify each relevant Lender thereof.



                                       21
<PAGE>   27


         2.9 Minimum Amounts and Maximum Number of Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings,
conversions, continuations and optional prepayments of Eurodollar Loans
hereunder and all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections so that, (a) after giving effect
thereto, the aggregate principal amount of the Eurodollar Loans comprising each
Eurodollar Tranche shall be equal to $1,000,000 or a whole multiple of
$1,000,000 in excess thereof and (b) no more than six Eurodollar Tranches shall
be outstanding at any one time.

         2.10 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such Interest Period
plus the Applicable Margin.

         (b) Each Base Rate Loan shall bear interest at a rate per annum equal
to the Base Rate plus the Applicable Margin.

         (c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum which is equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this subsection 2.10 plus 2% or (y) in the case of Reimbursement Obligations,
the rate applicable to Base Rate Loans plus 2%, and (ii) if all or a portion of
any interest payable on any Loan or Reimbursement Obligation or any commitment
fee or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to Base Rate
Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from
the date of such non-payment until such amount is paid in full (as well after as
before judgment).

         (d) Interest shall be payable in arrears on each Interest Payment Date,
provided that interest accruing pursuant to paragraph (c) of this subsection
2.10 shall be payable from time to time on demand.

         2.11 Computation of Interest and Fees. (a) Interest, fees and
commissions payable pursuant hereto shall be calculated on the basis of a
360-day year for the actual days elapsed, except that, with respect to Base Rate
Loans the rate of interest on which is calculated on the basis of the Prime
Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-,
as the case may be) day year for the actual days elapsed. The Administrative
Agent shall as soon as practicable notify the Borrower and the Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on a Loan
resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.



                                       22
<PAGE>   28


         (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to subsection 2.10(a).

         2.12 Inability to Determine Interest Rate. If prior to the first day of
any Interest Period:

         (a) the Administrative Agent shall have determined in good faith (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, or

         (b) the Administrative Agent shall have received notice from the
Majority Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period,

then the Administrative Agent shall give telecopy or telephonic notice thereof
to the Borrower and the relevant Lenders as soon as practicable thereafter. If
such notice is given (x) any Eurodollar Loans requested to be made on the first
day of such Interest Period shall be made as Base Rate Loans, (y) any Loans that
were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding
Eurodollar Loans shall be converted, on the last day of the Interest Period then
in effect with respect to such Eurodollar Loans, to Base Rate Loans. Until such
notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans shall be made or continued as such, nor shall the Borrower have the right
to convert Loans to Eurodollar Loans.

         2.13 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee and any reduction of the Revolving Commitments of the Lenders
shall be made pro rata according to the Revolving Percentages of the Lenders.
Each payment (including prepayments) in respect of principal or interest in
respect of the Loans, each payment in respect of fees payable hereunder, and
each payment in respect of Reimbursement Obligations, shall be applied to the
amounts of such obligations owing to the Lenders pro rata according to the
respective amounts then due and owing to the Lenders.

         (b) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
Central Time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Payment Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day.



                                       23
<PAGE>   29


If any payment on a Eurodollar Loan becomes due and payable on a day other than
a Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

         (c) Unless the Administrative Agent shall have been notified in writing
by any Lender prior to a borrowing that such Lender will not make the amount
that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefore, such Lender shall
pay to the Administrative Agent, on demand, such amount with interest thereon at
a rate equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this paragraph shall be conclusive in the
absence of manifest error. If such Lender's share of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum equal to the
daily average Federal Funds Effective Rate, on demand, from the Borrower.

         (d) Unless the Administrative Agent shall have been notified in writing
by the Borrower prior to the date of any payment being made hereunder that the
Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares
of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender
to which any amount which was made available pursuant to the preceding sentence,
such amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.

         2.14 Requirements of Law (a) If the adoption of or any change in any
Requirement of Law (exclusive of any organizational or governance document of
any Lender or Agent) or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

          (i) shall subject any Lender to any tax of any kind whatsoever with
     respect to this Agreement, any Letter of Credit, any Application or any
     Eurodollar Loan made by it, or change the basis of taxation of payments to
     such Lender in respect thereof (except for



                                       24
<PAGE>   30


     Non-Excluded Taxes covered by subsection 2.15 and changes in the rate of
     tax on the overall net income of such Lender);

          (ii) shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender which is not otherwise included in the determination
     of the Eurodollar Rate hereunder; or

          (iii) shall impose on such Lender any other condition; and the result
     of any of the foregoing is to increase the cost to such Lender, by an
     amount which such Lender deems to be material, of making, converting into,
     continuing or maintaining Eurodollar Loans or issuing or participating in
     Letters of Credit, or to reduce any amount receivable hereunder in respect
     thereof,

then, in any such case, the Borrower shall promptly pay such Lender, upon its
demand, any additional amounts necessary to compensate such Lender for such
increased cost or reduced amount receivable. If any Lender becomes entitled to
claim any additional amounts pursuant to this subsection 2.14, it shall promptly
notify the Borrower (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled.

         (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law (exclusive of any organizational or governance
document of any Lender or Agent) regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefore, the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction.

         (c) A certificate as to any additional amounts payable pursuant to this
subsection 2.14 submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
obligations of the Borrower pursuant to this subsection 2.14 shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

         2.15 Taxes. (a) All payments made by the Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any



                                       25
<PAGE>   31


Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on any Agent or any Lender as a result of a
present or former connection between such Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from such Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any other Loan Document). If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") or Other Taxes are required to be withheld from any
amounts payable to any Agent or any Lender hereunder, the amounts so payable to
such Agent or such Lender shall be increased to the extent necessary to yield to
such Agent or such Lender (after payment of all Non-Excluded Taxes and Other
Taxes) interest or any such other amounts payable hereunder at the rates or in
the amounts specified in this Agreement, provided, however, that the Borrower
shall not be required to increase any such amounts payable to any Lender with
respect to any Non-Excluded Taxes (i) that are attributable to such Lender's
failure to comply with the requirements of paragraph (d) or (e) of this
subsection 2.15 or (ii) that are United States withholding taxes imposed on
amounts payable to such Lender at the time the Lender becomes a party to this
Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this subsection
2.15(a).

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

         (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for the account of the relevant Agent or Lender, as the
case may be, a certified copy of an original official receipt received by the
Borrower showing payment thereof or other evidence of payment thereof
satisfactory to the Administrative Agent. If the Borrower fails to pay any
Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority
or fails to remit to the Agents the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and
the Lenders for any incremental taxes, interest or penalties that may become
payable by any Agent or any Lender as a result of any such failure. The
agreements in this subsection 2.15 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

         (d) Each Lender (or Transferee) that is not a citizen or resident of
the United States of America, a corporation, partnership or other entity created
or organized in or under the laws of the United States of America (or any
jurisdiction thereof), or any estate or trust that is subject to federal income
taxation regardless of the source of its income (a "Non-U.S. Lender") shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors
thereto



                                       26
<PAGE>   32


properly completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or a reduced rate of, U.S. federal withholding tax on all
payments by the Borrower under this Agreement and the other Loan Documents. Such
forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

         (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

         2.16 Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. A certificate as to any amounts payable pursuant to this subsection 2.16
submitted to the Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.



                                       27
<PAGE>   33


         2.17 Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law (exclusive of any
organizational or governance document of any Lender or Agent) or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on
the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to subsection
2.16.

         2.18 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of subsection 2.14, 2.15(a)
or 2.17 with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this subsection 2.18 shall
affect or postpone any of the obligations of any Borrower or the rights of any
Lender pursuant to subsection 2.14, 2.15(a) or 2.17.

         2.19 Extension of Revolving Termination Date. (a) The Borrower may, by
written notice to the Administrative Agent (such notice being an "Extension
Notice") given no earlier than ninety days and no later than fifteen Business
Days prior to an anniversary of the Closing Date, request the Lenders to
consider an extension of the then applicable Revolving Termination Date to a
date one year after the then applicable Revolving Termination Date. The
Administrative Agent shall promptly transmit any Extension Notice to each
Lender. Each Lender shall notify the Administrative Agent whether it wishes to
extend the then applicable Revolving Termination Date no later than ten Business
Days after receipt by it of any such Extension Notice, and any such notice given
by a Lender to the Administrative Agent, once given, shall be irrevocable as to
such Lender. Any Lender which does not expressly notify the Administrative Agent
prior to such ten-day period that it wishes to so extend the then applicable
Revolving Termination Date shall be deemed to have rejected the Borrower's
request for extension of such Revolving Termination Date. Lenders consenting to
extend the then applicable Revolving Termination Date are hereinafter referred
to as "Continuing Lenders", and Lenders declining to consent to extend such
Revolving Termination Date (or Lenders deemed to have so declined) are
hereinafter referred to as "Non- Extending Lenders". If Lenders holding not less
than 80% of the Revolving Commitments then in effect have elected (in their sole
and absolute discretion) to so extend the Revolving Termination Date, the
Administrative Agent shall notify the Borrower of such election by such Lenders,
and effective on the date of such notice by the Administrative Agent to the
Borrower, the Revolving Termination Date shall be automatically and immediately
so extended with respect to all Continuing Lenders. Upon the delivery of an
Extension Notice and upon the extension of the Revolving Termination Date



                                       28
<PAGE>   34


pursuant to this subsection, the Borrower shall be deemed to have represented
and warranted on and as of the date of such Extension Notice and the effective
date of such extension, as the case may be, that no Default or Event of Default
has occurred and is continuing. Notwithstanding anything contained in this
Agreement to the contrary, no Lender shall have any obligation to extend the
Revolving Termination Date, and each Lender may at its option, unconditionally
and without cause, decline to extend the Revolving Termination Date.

         (b) If the Revolving Termination Date shall have been extended in
accordance with this subsection, all references herein to the "Revolving
Termination Date" shall refer to the Revolving Termination Date as so extended.

         (c) If any Lender shall determine not to extend the Revolving
Termination Date as requested by any Extension Notice given by the Borrower
pursuant to this subsection, the Revolving Commitment of such Lender shall
terminate on the Revolving Termination Date without giving any effect to such
proposed extension, and the Borrower shall on such date pay to the
Administrative Agent, for the account of such Lender, the principal amount of,
and accrued interest on, such Lender's Loans, together with any amounts payable
to such Lender pursuant to Sections 2.14, 2.15 and 2.16 and any fees or other
amounts owing to such Lender under this Agreement; provided that if such
Non-Extending Lender has been replaced pursuant to paragraph (d) below then the
provisions of such paragraph (d) shall apply. The Total Revolving Commitment
shall be reduced by the amount of the Revolving Commitment of such Non-Extending
Lender to the extent the Revolving Commitment of such Non-Extending Lender has
not been transferred to one or more Continuing Lenders pursuant to paragraph (d)
below.

         (d) A Non-Extending Lender shall be obligated, at the request of the
Borrower and subject to payment by the Borrower to the Administrative Agent, for
the account of such Non-Extending Lender, of the principal amount of, and
accrued interest on, such Lender's Loans, together with any amounts payable to
such Lender pursuant to Sections 2.14, 2.15 and 2.16 and any fees or other
amounts owing to such Lender under this Agreement, to transfer without recourse,
representation, warranty (other than good title to its Loans) or expense to such
Non-Extending Lender, at any time prior to the Revolving Termination Date
applicable to such Non-Extending Lender, all of its rights (except those which
by their terms survive termination) and obligations hereunder to another
financial institution or group of financial institutions selected by the
Borrower in consultation with the Administrative Agent and willing to
participate in the facility in the place of such Non-Extending Lender; provided
that, if such transferee is not a Lender, such transferee(s) satisfies all the
requirements of this Agreement and the Administrative Agent and the Borrower
each shall have consented to such transfer, which consent shall not be
unreasonably withheld. Each such transferee shall become a Continuing Lender
hereunder in replacement of the Non-Extending Lender and shall enjoy all rights
and assume all obligations on the part of the Lenders set forth in this
Agreement. Simultaneously with such transfer, each such transferee shall execute
and deliver to the Administrative Agent an Assignment and Acceptance assuming
all obligations of the Lenders set forth in this Agreement.

         (e) If the Revolving Termination Date shall have been extended in
respect of Continuing Lenders in accordance with Section 2.19(a), any notice of
borrowing pursuant to



                                       29
<PAGE>   35


Section 2.2 specifying a Borrowing Date occurring after the Revolving
Termination Date applicable to a Non-Extending Lender or requesting an Interest
Period extending beyond such date shall (a) have no effect in respect of such
Non-Extending Lender and (b) not specify a requested aggregate principal amount
exceeding the aggregate Available Revolving Commitment (calculated on the basis
of the Revolving Commitments of the Continuing Lenders).

                          SECTION 3. LETTERS OF CREDIT

         3.1 L/C Commitment. (a) Pursuant to the Existing Credit Agreement, Bank
One, NA, as issuing lender thereunder, has issued the Letters of Credit
described in Schedule 3.1 (the "Existing Letters of Credit"). From and after the
Closing Date, the Existing Letters of Credit shall constitute "Letters of
Credit" hereunder. Subject to the terms and conditions hereof and in reliance on
the agreements of the other Lenders set forth in subsection 3.4(a), each Issuing
Lender agrees to issue letters of credit (together with the Existing Letters of
Credit, the "Letters of Credit") for the account of the Borrower on any Business
Day during the Revolving Commitment Period in such form as may be approved from
time to time by such Issuing Lender; provided, that an Issuing Lender shall have
no obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Revolving Commitments would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no
later than the earlier of (x) the first anniversary of its date of issuance and
(y) the date which is five Business Days prior to the Revolving Termination Date
(unless, in the case of this clause (y), the Borrower fully cash collateralizes
such Letter of Credit in a manner satisfactory to such Issuing Lender and the
Administrative Agent, in which case the expiration date of such Letter of Credit
shall be no later than 364 days after the Revolving Termination Date); provided,
that any Letter of Credit with a one-year term may provide for the renewal
thereof for additional one-year periods (which shall in no event extend beyond
the applicable date referred to in clause (y) above).

         (b) Each Letter of Credit shall be subject to the Uniform Customs and,
to the extent not inconsistent therewith, the laws of the State of New York.

         (c) An Issuing Lender shall not at any time be obligated to issue any
Letter of Credit hereunder if such issuance would violate or cause violation by
such Issuing Lender or any L/C Participant of any limits imposed by any
applicable Requirement of Law (exclusive of any organizational or governance
document of any Lender or Agent) imposed after the Closing Date.

         3.2 Procedure for Issuance of Letter of Credit. The Borrower may from
time to time request that an Issuing Lender issue a Letter of Credit by
delivering to such Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of such Issuing Lender, and
such other certificates, documents and other papers and information as such
Issuing Lender may request. Upon receipt of any Application, an Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall an Issuing Lender be



                                       30
<PAGE>   36


required to issue any Letter of Credit earlier than one Business Day after its
receipt of the Application therefor and all such other certificates, documents
and other papers and information relating thereto) by issuing the original of
such Letter of Credit to the beneficiary thereof or as otherwise may be agreed
to by such Issuing Lender and the Borrower. Each Issuing Lender shall furnish a
copy of such Letter of Credit to the Borrower promptly following the issuance
thereof. Each Issuing Lender shall promptly furnish to the Administrative Agent,
which shall in turn promptly furnish to the Lenders, notice of the issuance of
each Letter of Credit issued by it (including the amount thereof).

         3.3 Fees and Other Charges. (a) The Borrower will pay (i) to the
Administrative Agent, for the account of the Lenders, a fee with respect to each
outstanding Letter of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans minus the fronting fee referred
to in clause (ii) below and (ii) to the relevant Issuing Lender for its own
account with respect to each outstanding Letter of Credit a fronting fee
calculated at a rate per annum equal to 0.125%; all such fees in respect of each
Letter of Credit shall be calculated on the face amount thereof for the actual
number of days outstanding and the actual amounts outstanding (provided that in
no event shall the fronting fee for any Letter of Credit be less than $300), and
shall be payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date of such Letters of Credit.

         (b) In addition to the foregoing fees, the Borrower shall pay or
reimburse each Issuing Lender for its own account for such normal and customary
costs and expenses as are incurred or charged by such Issuing Lender in
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

         3.4 L/C Participations. (a) Effective on the Closing Date (with respect
to the Existing Letters of Credit), and effective on the date of issuance
thereof (with respect to Letters of Credit issued after the Closing Date), each
Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce such Issuing Lenders to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and
hereby accepts and purchases from each Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Revolving Percentage in
such Issuing Lender's obligations and rights under each Letter of Credit issued
hereunder and the amount of each draft paid by such Issuing Lender thereunder in
accordance with the terms of this Agreement. Notwithstanding the provisions
contained in the next to last sentence of subsection 3.5, each L/C Participant
unconditionally and irrevocably agrees with each Issuing Lender that, if a draft
is paid under any Letter of Credit issued by such Issuing Lender for which such
Issuing Lender is not reimbursed in full by the Borrower for all Reimbursement
Obligations in accordance with the terms of this Agreement, such L/C Participant
shall pay to such Issuing Lender upon demand at such Issuing Lender's address
for notices specified herein an amount equal to such L/C Participant's Revolving
Percentage of the amount of such draft, or any part thereof, which is not so
reimbursed.

         (b) If any amount required to be paid by any L/C Participant to an
Issuing Lender pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment



                                       31
<PAGE>   37


made by such Issuing Lender under any Letter of Credit is paid to such Issuing
Lender within three Business Days after the date such payment is due, such L/C
Participant shall pay to such Issuing Lender on demand an amount equal to the
product of (i) such amount, times (ii) the daily average Federal Funds Effective
Rate during the period from and including the date such payment is required to
the date on which such payment is immediately available to such Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such amount
required to be paid by any L/C Participant pursuant to subsection 3.4(a) is not
made available to the relevant Issuing Lender by such L/C Participant within
three Business Days after the date such payment is due, such Issuing Lender
shall be entitled to recover from such L/C Participant, on demand, such amount
with interest thereon calculated from such due date at the rate per annum
applicable to Base Rate Loans under the Revolving Facility. A certificate of an
Issuing Lender submitted to any L/C Participant with respect to any amounts
owing under this subsection 3.4(b) shall be conclusive in the absence of
manifest error.

         (c) Whenever, at any time after an Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 3.4(a), such Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by such Issuing Lender), or any payment of interest on account thereof, such
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
such Issuing Lender shall be required to be returned by such Issuing Lender,
such L/C Participant shall immediately return to such Issuing Lender the portion
thereof previously distributed by such Issuing Lender to it.

         3.5 Reimbursement Obligation of the Borrower. The Borrower agrees to
reimburse the relevant Issuing Lender on each date on which such Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
unexpired Letter of Credit and paid by such Issuing Lender for the amount of (a)
such draft so paid and (b) any costs or expenses provided for in subsection
3.3(b) which are incurred by such Issuing Lender in connection with such
payment. Each such payment shall be made to the relevant Issuing Lender at its
address for notices specified herein in lawful money of the United States of
America and in immediately available funds. Interest shall be payable on any and
all amounts remaining unpaid by the Borrower under this subsection 3.5 from the
date such amounts become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full at the rate set forth in (i) until the second
Business Day following the date of the applicable drawing, subsection 2.10(b)
and (ii) thereafter, subsection 2.10(c). Each drawing under any Letter of Credit
shall (unless an event of the type described in clause (i) or (ii) of subsection
8(f) shall have occurred and be continuing with respect to the Borrower, in
which case the procedures specified in subsection 3.4 for funding by L/C
Participants shall apply) constitute a request by the Borrower to the
Administrative Agent for a borrowing pursuant to subsection 2.2 of Base Rate
Loans in the amount of such drawing plus interest and expenses incurred by the
relevant Issuing Lender. The Borrowing Date with respect to such borrowing shall
be the date of such drawing and all proceeds of such borrowing shall be paid to
the relevant Issuing Lender.



                                       32
<PAGE>   38


        3.6 Obligations Absolute. The Borrower's obligations under this Section
3 shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against any Issuing Lender, any beneficiary of a
Letter of Credit or any other Person; provided, that in honoring each Letter of
Credit, such Issuing Lender has acted in good faith and has examined such Letter
of Credit and the accompanying document or documents, as the case may be, with
such care as to ascertain that on their face they appear to comply with the
terms of such Letter of Credit. The Borrower also agrees with each Issuing
Lender, subject to the proviso contained in the preceding sentence, that such
Issuing Lender shall not be responsible for, and the Borrower's Reimbursement
Obligations under subsection 3.5 shall not be affected by, among other things,
the validity or genuineness of documents or of any endorsements thereon, even
though such documents shall in fact prove to be invalid, fraudulent or forged,
or any dispute between or among the Borrower and any beneficiary of any Letter
of Credit or any other party to which such Letter of Credit may be transferred
or any claims whatsoever of the Borrower against any beneficiary of such Letter
of Credit or any such transferee. No Issuing Lender shall be liable for (i) any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Issuing Lender, (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason, (iii) failure of the beneficiary of any
such Letter of Credit to comply fully with conditions required in order to draw
upon such Letter of Credit, which failure is not the result of gross negligence
or willful misconduct of such Issuing Lender as determined by a final and
nonappealable decision of a court of competent jurisdiction, (iv) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing thereunder and (v) any consequences arising from causes beyond
the control of such Issuing Lender, including, without limitation, the actions
of any Governmental Authority. The Borrower agrees that any action taken or
omitted by such Issuing Lender under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct and in accordance with the standards or care specified in
the Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of such Issuing Lender to the
Borrower.

         3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the relevant Issuing Lender shall promptly
notify the Borrower of the date and amount thereof. The responsibility of an
Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit issued by such Issuing Lender shall, in
addition to any payment obligation expressly provided for in such Letter of
Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are
substantially in conformity with such Letter of Credit and appear on their face
to comply with such Letter of Credit.



                                       33
<PAGE>   39


         3.8 Applications. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

         3.9 Indemnification of Issuing Lender. To the extent the relevant
Issuing Lender is not reimbursed and indemnified by the Borrower, each Lender
will reimburse and indemnify such Issuing Lender in proportion to its Revolving
Percentage, for and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
counsel fees and disbursements) or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against such Issuing
Lender in performing its duties hereunder, in any way relating to or arising out
of this Agreement and by reason of the ordinary negligence of such Issuing
Lender; provided that no Lender shall be liable to such Issuing Lender for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Issuing
Lender's gross negligence or willful misconduct. The provisions of this
subsection 3.9 shall survive any termination of this Agreement and the payment
of the Obligations and shall continue thereafter in full force and effect.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

         To induce the Agents and the Lenders to enter into this Agreement and
to make the Loans and issue or participate in the Letters of Credit, the
Borrower hereby represents and warrants to each Agent and each Lender that:

         4.1 Financial Condition. The audited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at December 31, 1999, and the
related consolidated statements of income and of cash flows for the fiscal year
ended on such date, reported on by and accompanied by an unqualified report from
Deloitte & Touche LLP, present fairly the consolidated financial condition of
the Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
fiscal year then ended. The unaudited consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at June 30, 2000, and the related unaudited
consolidated statements of income and cash flows for the six-month period ended
on such date, present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date, and the consolidated
results of its operations and its consolidated cash flows for the six -month
period then ended (subject to normal year-end audit adjustments). All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein). The Borrower and its Subsidiaries do not have any
material Guarantee Obligations, contingent liabilities and liabilities for
taxes, or any long-term leases or unusual forward or long-term commitments,
including, without limitation, any interest rate or foreign currency swap or
exchange transaction or other obligation in respect of derivatives, that are not
reflected in the most recent financial statements referred to in this paragraph.
During the period from December 31, 1999 to and including the date hereof there
has



                                       34
<PAGE>   40


been no Disposition by the Borrower and its consolidated Subsidiaries of any
material part of its business or Property.

         4.2 No Change. Since December 31, 1999 there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

         4.3 Corporate Existence; Compliance with Law. Each of the Borrower and
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
power and authority, and the legal right, to own and operate its Property, to
lease the Property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its business requires such
qualification, except where the failure to be so qualified and in good standing
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect and (d) is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         4.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan
Party has the corporate power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and, in the case
of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the borrowings on the terms and conditions of this Agreement. No
consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement or any of the Loan
Documents, except (i) consents, authorizations, filings and notices described in
Schedule 4.4, which consents, authorizations, filings and notices have been
obtained or made and are in full force and effect (except as noted in Schedule
4.4), and (ii) any consent that may be required to be obtained by or on behalf
of any Lender. Each Loan Document has been duly executed and delivered on behalf
of each Loan Party party thereto. This Agreement constitutes, and each other
Loan Document upon execution will constitute, a legal, valid and binding
obligation of each Loan Party party thereto, enforceable against each such Loan
Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

         4.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law applicable to, or any material Contractual Obligation of, the
Borrower or any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation.
No



                                       35
<PAGE>   41


Requirement of Law or Contractual Obligation applicable to the Borrower or any
of its Subsidiaries could reasonably be expected to have a Material Adverse
Effect.

         4.6 No Material Litigation. No litigation, investigation or proceeding
of or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Borrower, threatened by or against the Borrower or any of its
Subsidiaries or against any of their respective properties or revenues (a) with
respect to any of the Loan Documents or any of the transactions contemplated
hereby or thereby or (b) which could reasonably be expected to have a Material
Adverse Effect.

         4.7 No Default. Neither the Borrower nor any of its Subsidiaries is in
default of its Contractual Obligations in any respect which could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

         4.8 Ownership of Property; Liens. Each of the Borrower and its
Subsidiaries has indefeasible title to, or a valid leasehold interest in, all of
its material real property, and good title to, or a valid leasehold interest in,
all its other material Property, and none of such Property is subject to any
Lien except as permitted by subsection 7.3.

         4.9 Intellectual Property. The Borrower and each of its Subsidiaries
owns, or is licensed to use, all Intellectual Property necessary for the conduct
of its business as currently conducted. No material claim has been asserted and
is pending against the Borrower or any of its Subsidiaries by any Person
challenging or questioning the use of any such Intellectual Property by the
Borrower or any of its Subsidiaries or the validity or effectiveness of any such
Intellectual Property, nor does the Borrower know of any valid basis for any
such claim. The use of such Intellectual Property by the Borrower and its
Subsidiaries does not infringe on the rights of any Person known by the Borrower
to have a legal right therein.

         4.10 Taxes. Each of the Borrower and its Subsidiaries has filed or
caused to be filed all Federal, state and other material tax returns which are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its Property and all
other taxes, fees or other charges imposed on it or any of its Property by any
Governmental Authority, and no tax Lien has been filed, and, to the knowledge of
the Borrower, no claim which could reasonably be expected to have a Material
Adverse Effect is being asserted, with respect to any such tax, fee or other
charge (other than any such claim the amount or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the
Borrower or its Subsidiaries, as the case may be).

         4.11 Federal Regulations. No part of the proceeds of any Loans will be
used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U as now and from time to
time hereafter in effect or for any purpose which violates the provisions of the
Regulations of the Board. If requested by any Lender or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1 referred to in Regulation U.



                                       36
<PAGE>   42


         4.12 Labor Matters. There are no strikes or other labor disputes
against the Borrower or any of its Subsidiaries pending or, to the knowledge of
the Borrower, threatened that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect. Hours worked by and
payment made to employees of the Borrower and its Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Requirement of
Law dealing with such matters that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect. All payments due from
the Borrower or any of its Subsidiaries on account of employee health and
welfare insurance that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect if not paid have been paid or accrued
as a liability on the books of the Borrower or the relevant Subsidiary.

         4.13 ERISA. Except as set forth on Schedule 4.13, neither a Reportable
Event nor an "accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) has occurred during the five-year period
prior to the date on which this representation is made or deemed made with
respect to any Plan, and each Plan has complied in all material respects with
the applicable provisions of ERISA and the Code. No termination of a Single
Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period. The present value of all accrued benefits
under each Single Employer Plan (based on those assumptions used to fund such
Plans) did not, as of the last annual valuation date prior to the date on which
this representation is made or deemed made, exceed the value of the assets of
such Plan allocable to such accrued benefits by a material amount. Neither the
Borrower nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan which has resulted or could reasonably be
expected to result in a material liability under ERISA, and neither the Borrower
nor any Commonly Controlled Entity would become subject to any material
liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

         4.14 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.

         4.15 Subsidiaries. The Subsidiaries listed on Schedule 4.15 constitute
all the Subsidiaries of the Borrower at the date hereof.

         4.16 Use of Proceeds. The proceeds of the Loans shall be used to
refinance certain existing Indebtedness of the Borrower and its Subsidiaries, to
provide for ongoing working capital, capital expenditures and general corporate
needs and the issuance of letters of credit.

         4.17 Environmental Matters.



                                       37
<PAGE>   43


         (a) Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, the Borrower and each of its Subsidiaries: (i) is, and within
the period of all applicable statutes of limitation has been, in compliance with
all applicable Environmental Laws; (ii) holds all Environmental Permits (each of
which is in full force and effect) required for any of its current operations or
for any property owned, leased, or otherwise operated by it; (iii) is, and
within the period of all applicable statutes of limitation has been, in
compliance with all of its Environmental Permits; and (iv) reasonably believes
that: each of its Environmental Permits will be timely renewed and complied
with, without material expense; any additional Environmental Permits that may be
required of any of it will be timely obtained and complied with, without
material expense; and compliance with any Environmental Law that is or is
expected to become applicable to it will be timely attained and maintained.

         (b) The presence of Materials of Environmental Concern at, on, under,
in, or about any real property now owned, leased or operated by the Borrower or
any of its Subsidiaries, or at any location to which Materials of Environmental
Concern have been sent by or on behalf of the Borrower for re-use or recycling
or for treatment, storage, or disposal, could not reasonably be expected to have
a Material Adverse Effect. The Borrower has not received any notice from any
Governmental Authority or any Person having a property interest in the relevant
property that would give the Borrower reason to believe that the presence of
Materials of Environmental Concern at, on, under, in, or about any real property
formerly owned, leased or operated by the Borrower or any of its Subsidiaries,
could reasonably be expected to have a Material Adverse Effect.

         (c) Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: there is no judicial, administrative, or arbitral proceeding
(including any notice of violation or alleged violation) under or relating to
any Environmental Law to which the Borrower or any of its Subsidiaries is, or to
the knowledge of any of them will be, named as a party that is pending or, to
the knowledge of any of them, threatened.

         (d) Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: neither the Borrower nor any of its Subsidiaries has received
any request for information or been notified that it is a potentially
responsible party under or relating to the federal Comprehensive Environmental
Response, Compensation, and Liability Act or any similar Environmental Law, or
with respect to any Materials of Environmental Concern.

         (e) Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: neither the Borrower nor any of its Subsidiaries has entered
into or agreed to any consent decree, order, or settlement or other agreement,
nor is subject to any judgment, decree, or order or other agreement, in any
judicial, administrative, arbitral, or other forum, relating to compliance with
or liability under any Environmental Law.



                                       38
<PAGE>   44


         (f) Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: neither the Borrower nor any of its Subsidiaries has assumed or
retained, by contract or operation of law, any liabilities of any kind, fixed or
contingent, known or unknown, under any Environmental Law or with respect to any
Materials of Environmental Concern.

         4.18 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document or any other document,
certificate or statement furnished to the Administrative Agent or the Lenders or
any of them, by or on behalf of any Loan Party for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate
was so furnished, any untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements contained herein or
therein not misleading. The projections and pro forma financial information
contained in the materials referenced above are based upon good faith estimates
and assumptions believed by management of the Borrower to be reasonable at the
time made, it being recognized by the Lenders that such financial information as
it relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount. There is no
fact known to any Loan Party that could reasonably be expected to have a
Material Adverse Effect that has not been expressly disclosed herein, in the
other Loan Documents or in any other documents, certificates and statements
furnished to the Administrative Agent and the Lenders for use in connection with
the transactions contemplated hereby and by the other Loan Documents.

         4.19 Solvency. Each Loan Party is, and after giving effect to the
incurrence of all Indebtedness and obligations being incurred in connection
herewith will be and will continue to be, Solvent.

         4.20 Senior Indebtedness. The Obligations will constitute "Senior Debt"
of the Borrower within the meaning of the Senior Subordinated Note Indenture.
The obligations of each Subsidiary Guarantor under the Guarantee Agreement
constitute "Senior Debt" of such Subsidiary Guarantor within the meaning of the
Senior Subordinated Note Indenture. The Obligations will constitute "Designated
Senior Debt" for purposes of the Senior Subordinated Note Indenture (and, to the
extent necessary, the Borrower hereby designates, for purposes of the Senior
Subordinated Note Indenture, the Obligations as "Designated Senior Debt").

         4.21 Excluded Subsidiaries. The aggregate book value of the assets of
all Excluded Subsidiaries on the date hereof does not exceed $2,500,000 in the
aggregate.

                        SECTION 5. CONDITIONS PRECEDENT

         5.1 Conditions to Initial Extension of Credit. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Closing Date, of the following conditions precedent:



                                       39
<PAGE>   45


         (a) Loan Documents. The Administrative Agent shall have received (i)
this Agreement, executed and delivered by a duly authorized officer of the
Borrower, (ii) the Guarantee Agreement, executed and delivered by a duly
authorized officer of or agent for each Subsidiary Guarantor, and (iii) for the
account of each Lender so requesting in accordance with subsection 2.3(e), Notes
conforming to the requirements hereof and executed and delivered by a duly
authorized officer of the Borrower.

         (b) Existing Credit Agreement. The Administrative Agent shall have
received satisfactory evidence that all amounts outstanding under the Existing
Credit Agreement have been paid in full and that the Existing Credit Agreement
has been terminated.

         (c) Financial Statements. The Lenders shall have received the unaudited
financial statements for the Borrower and its Subsidiaries for the most recently
concluded quarterly period for which such financial statements are available.

         (d) Approvals. All governmental and third party approvals necessary or,
in the reasonable judgment of the Administrative Agent, advisable in connection
with the Loan Documents and the transactions contemplated thereby and the
continuing operations of the Borrower and its Subsidiaries shall have been
obtained and be in full force and effect.

         (e) Related Agreements. The Administrative Agent shall have received,
with a copy for each Lender, true and correct copies, certified as to
authenticity by the Borrower, of such other documents or instruments as may be
reasonably requested by the Administrative Agent, including, without limitation,
a copy of the Senior Subordinated Note Indenture and any other debt instrument,
security agreement or other material contract for borrowed money to which any of
the Loan Parties may be a party.

         (f) Fees. The Lenders, the Agents and the Arranger shall have received
all fees required to be paid, and all reasonable expenses for which invoices
have been presented, on or before the Closing Date. All such amounts shall be
paid with proceeds of Loans made on the Closing Date and will be reflected in
the funding instructions given by the Borrower to the Administrative Agent on or
before the Closing Date.

         (g) Closing Certificates. The Administrative Agent shall have received,
with counterparts for each Lender, certificates of each Loan Party, dated the
Closing Date, which together contain the information set forth in Exhibit C,
with appropriate insertions and attachments.

         (h) Legal Opinions. The Administrative Agent shall have received the
following executed legal opinions:

          (i) the legal opinion of Fulbright & Jaworski L.L.P., counsel to the
     Borrower and its Subsidiaries, substantially in the form of Exhibit E-1;
     and

          (ii) the legal opinion of James C. Reed, Jr., general counsel of the
     Borrower and its Subsidiaries, substantially in the form of Exhibit E-2.



                                       40
<PAGE>   46


Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

         5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date is
subject to the satisfaction of the following conditions precedent:

         (a) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct on and as of such date as if made on and as of such date.

         (b) No Default. No Default or Event of Default shall have occurred and
be continuing on such date or after giving effect to the extensions of credit
requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
subsection 5.2 have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

         The Borrower hereby agrees that, so long as the Revolving Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or any Agent hereunder, the Borrower shall and
(except in the case of subsection 6.1) shall cause its Subsidiaries to:

         6.1 Financial Statements. Furnish to each Agent and each Lender:

         (a) as soon as available, but in any event within 105 days after the
end of each fiscal year of the Borrower, a copy of the audited consolidated
financial statements of the Borrower and its consolidated Subsidiaries for such
year as filed on Form 10-K with the SEC, setting forth in each case in
comparative form the figures for the previous year, reported on without a "going
concern" or like qualification or exception, or qualification arising out of the
scope of the audit, by Deloitte & Touche LLP or other independent certified
public accountants of nationally recognized standing; and

         (b) as soon as available, but in any event not later than 60 days after
the end of each of the first three quarterly periods of each fiscal year of the
Borrower, the unaudited consolidated financial statements of the Borrower and
its consolidated Subsidiaries for such quarter as filed on Form 10-Q with the
SEC, certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).



                                       41
<PAGE>   47


         6.2 Certificates; Other Information. Furnish to each Agent and each
Lender, or, in the case of clause (e), to the relevant Lender:

         (a) concurrently with the delivery of the financial statements referred
to in subsection 6.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default, except as specified in such certificate;

         (b) concurrently with the delivery of any financial statements pursuant
to subsection 6.1, (i) a certificate of a Responsible Officer stating that, to
the best of such Responsible Officer's knowledge, each Loan Party during such
period has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Agreement and the other Loan
Documents to which it is a party to be observed, performed or satisfied by it,
and that such Responsible Officer has obtained no knowledge of any Default or
Event of Default except as specified in such certificate and (ii) in the case of
quarterly or annual financial statements, a Compliance Certificate containing
all information necessary for determining compliance by the Borrower and its
Subsidiaries with the provisions of this Agreement referred to therein as of the
last day of the fiscal quarter or fiscal year of the Borrower, as the case may
be;

         (c) as soon as available, and in any event no later than 60 days after
the end of each fiscal year of the Borrower, a detailed consolidated budget for
the following fiscal year (including a projected consolidated balance sheet of
the Borrower and its Subsidiaries as of the end of the following fiscal year,
and the related consolidated statements of projected cash flow, projected
changes in financial position and projected income), and, as soon as available,
significant revisions, if any, of such budget and projections with respect to
such fiscal year (collectively, the "Projections"), which Projections shall in
each case be accompanied by a certificate of a Responsible Officer stating that
such Projections are based on reasonable estimates, information and assumptions
and that such Responsible Officer has no reason to believe that such Projections
are misleading in any material respect;

         (d) within ten days after the same are sent, copies of all financial
statements and reports which the Borrower sends to the holders of any class of
its debt securities or public equity securities and, within ten days after the
same are filed, copies of all financial statements and reports (excluding the
related exhibits thereto unless specifically requested by such Agent or Lender)
which the Borrower may make to, or file with, the SEC or any successor or
analogous Governmental Authority; and

         (e) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

         6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.



                                       42
<PAGE>   48


         6.4 Conduct of Business and Maintenance of Existence, etc. (a) (i)
Preserve, renew and keep in full force and effect its corporate existence and
(ii) take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business, except,
in each case, as otherwise permitted by subsection 7.4 and except, in the case
of clause (ii) above, to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations and Requirements of Law applicable to it except to the
extent that failure to comply therewith could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         6.5 Maintenance of Property; Insurance. Keep all Property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted (as determined by the Borrower in its reasonable discretion), (b)
maintain with financially sound and reputable insurance companies (or, to the
extent reasonable and customary among companies engaged in the same or a similar
business, through self-insurance) insurance on all its Property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business.

         6.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and accounts in which full, true and correct entries in
conformity with GAAP and all Requirements of Law applicable to it shall be made
of all dealings and transactions in relation to its business and activities and
(b) permit representatives of any Lender to visit and inspect any of its
properties and examine and make abstracts from any of its books and records at
any reasonable time during normal business hours and as often as may reasonably
be desired and to discuss the business, operations, properties and financial and
other condition of the Borrower and its Subsidiaries with officers of the
Borrower and its Subsidiaries and with its independent certified public
accountants.

         6.7 Notices. Promptly give notice to the Administrative Agent and each
Lender of:

         (a) the occurrence of any Default or Event of Default;

         (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time between the Borrower or
any of its Subsidiaries and any Governmental Authority, which in either case, if
not cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect;

         (c) any litigation or proceeding in which the Borrower or any of its
Subsidiaries is a party in which the amount involved is $5,000,000 or more and
not covered by insurance or in which injunctive or similar relief is sought;

         (d) the following events, as soon as possible and in any event within
30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence of any Reportable Event with respect to any Plan, a failure to make
any required contribution to a Plan, the creation



                                       43
<PAGE>   49


of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
institution of proceedings or the taking of any other action by the PBGC or the
Borrower or any Commonly Controlled Entity or any Multiemployer Plan with
respect to the withdrawal from, or the termination, Reorganization or Insolvency
of, any Plan; and

         (e) any development or event which has had or could reasonably be
expected to have a Material Adverse Effect.

Each notice pursuant to this subsection 6.7 shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower or the relevant Subsidiary proposes
to take with respect thereto.

         6.8 Environmental Laws. (a) (i) Comply with all Environmental Laws
applicable to it, and obtain, comply with and maintain any and all Environmental
Permits necessary for its operations as conducted and as planned; and (ii) take
all reasonable efforts to ensure that all of its tenants, subtenants,
contractors, subcontractors, and invitees comply with all Environmental Laws,
and obtain, comply with and maintain any and all Environmental Permits,
applicable to any of them insofar as any failure to so comply, obtain or
maintain, or take such efforts, reasonably could be expected to adversely affect
the Borrower. For purposes of the preceding sentence, the Borrower or any of its
Subsidiaries shall not be deemed to be in noncompliance or default with any
applicable Environmental Law or Environmental Permit if, upon learning of any
actual or suspected noncompliance, the Borrower and/or Subsidiary, as the case
may be, shall promptly undertake all reasonable efforts to achieve compliance;
provided, that, in any case, such noncompliance, and any other noncompliance
with Environmental Laws, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.

         (b) Comply with all orders and directives of all Governmental
Authorities regarding Environmental Laws, other than such orders and directives
as to which an appeal has been timely and properly taken in good faith
(provided, that the pendency of any and all such appeals could not reasonably be
expected to have a Material Adverse Effect).

         (c) Prior to acquiring any ownership or leasehold interest in real
property, or other interest in any real property that could give rise to the
Borrower or any Subsidiary being found to be an operator subject to potential
liability under any Environmental Law (or any entity with such interests in any
real property), conduct an assessment of the presence or potential presence of
significant levels of any Materials of Environmental Concern on, under, in, or
about the property, or of other conditions that could give rise to potentially
significant liability under or violations of Environmental Law relating to such
acquisition.

         6.9 Additional Subsidiaries. With respect to any new Subsidiary (other
than an Excluded Subsidiary or Excluded Foreign Subsidiary) created or acquired
after the Closing Date (which, for the purposes of this paragraph, shall include
any existing Subsidiary that ceases to be an Excluded Subsidiary or an Excluded
Foreign Subsidiary), by the Borrower or any of its Subsidiaries, promptly cause
the new Subsidiary to become a party to the Guarantee Agreement.



                                       44
<PAGE>   50


                          SECTION 7. NEGATIVE COVENANTS

         The Borrower hereby agrees that, so long as the Revolving Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or any Agent hereunder, the Borrower shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly:

         7.1 Financial Condition Covenants

         (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
as at the last day of any period of four consecutive fiscal quarters of the
Borrower to exceed 3.5 to 1.0; provided, that for the purposes of determining
the Consolidated Leverage Ratio for the fiscal quarter of the Borrower ending
September 30, 2000, the Consolidated EBITDA will be 1.33 times the Consolidated
EBITDA for the three consecutive fiscal quarters ending on such date.

         (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters
of the Borrower to be less than, (i) with respect to any such period ending on
or prior to September 30, 2001, 2.25 to 1.00 and, (ii) with respect to any such
period ending after September 30, 2001, 2.50 to 1.0; provided, that for the
purposes of determining the Consolidated Fixed Charge Coverage Ratio for the
fiscal quarter of the Borrower ending September 30, 2000, the Consolidated
EBITDA and Consolidated Fixed Charges will be 1.33 times the Consolidated EBITDA
and Consolidated Fixed Charges for the three consecutive fiscal quarters ending
on such date.

         (c) Consolidated Total Debt. Permit the ratio of Consolidated Total
Debt to the sum of (i) Consolidated Total Debt and (ii) Consolidated
Shareholders' Equity to be more than .55 to 1.00 on any date.

         7.2 Limitation on Indebtedness. Create, incur, assume or permit to
exist any Indebtedness, except that the Borrower or any of its Subsidiaries may
create, incur, assume or permit to exist Indebtedness if no Default or Event of
Default shall have occurred and be continuing after giving effect to such
Indebtedness.

         7.3 Limitation on Liens. Create, incur, assume or permit to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except
for:

         (a) Liens for taxes, assessments or other governmental charges not yet
due or which are being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are maintained on the books
of the Borrower or its Subsidiaries, as the case may be, in conformity with
GAAP;

         (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's,
landlords' or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 30 days or which are being contested
in good faith by appropriate proceedings;



                                       45
<PAGE>   51


         (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation;

         (d) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

         (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which do not materially
interfere with the ordinary conduct of the business of the Borrower or any of
its Subsidiaries;

         (f) Liens in existence on the date hereof listed on Schedule 7.3(f),
provided that no such Lien is spread to cover any additional Property after the
Closing Date and that the amount of Indebtedness secured thereby is not
increased;

         (g) Liens securing Indebtedness of the Borrower or any other Subsidiary
incurred to finance the acquisition or construction of, or repairs, improvements
or additions to, fixed or capital assets, provided that (i) such Liens shall be
created substantially simultaneously with the acquisition of such fixed or
capital assets, (ii) such Liens do not at any time encumber any Property of the
Borrower or its Subsidiaries other than the Property financed by such
Indebtedness and (iii) the amount of Indebtedness secured thereby is not
increased;

         (h) any interest or title of a lessor under any lease entered into by
the Borrower or any other Subsidiary in the ordinary course of its business and
covering only the assets so leased;

         (i) any Lien securing Indebtedness, neither assumed nor guaranteed by
the Borrower or any of its Subsidiaries nor on which it customarily pays
interest, existing upon real estate or rights in or relating to real estate
acquired by the Borrower for substation, metering station, pump station,
storage, gathering line, transmission line, transportation line, distribution
line or for right-of-way purposes, any Liens reserved in leases for rent and for
compliance with the terms of the leases in the case of leasehold estates, to the
extent that any such Lien referred to in this clause (i) does not materially
impair the use of the Property covered by such Lien for the purposes of which
such Property is held by the Borrower or any of its Subsidiaries;

         (j) inchoate Liens arising under ERISA;

         (k) any obligations or duties affecting any of the Property of the
Borrower or its Subsidiaries to any municipality or public authority with
respect to any franchise, grant, license or permit which do not materially
impair the use of such Property for the purposes for which it is held;

         (l) defects, irregularities and deficiencies in title of any rights of
way or other Property of the Borrower or any Subsidiary which in the aggregate
do not materially impair the use of such rights of way or other Property for the
purposes for which such rights of way and other Property are held by the
Borrower or any Subsidiary, and defects, irregularities and



                                       46
<PAGE>   52


deficiencies in title to any Property of the Borrower or its Subsidiaries, which
defects, irregularities or deficiencies have been cured by possession under
applicable statutes of limitation;

         (m) Liens in favor of collecting or payor banks having a right of
setoff, revocation, refund or chargeback with respect to money or instruments of
the Borrower or any of its Subsidiaries on deposit with or in possession of such
bank;

         (n) Liens created in connection with any Securitization Transaction and
any Synthetic Lease, in each case encumbering only the Property that is the
subject of such transaction;

         (o) Liens on any part of the Anacortes Facility (other than Liens on
the fluid catalytic cracking unit or the solvent deasphalter to the extent
permitted by subsection 7.3(g)), provided, that the Obligations are secured on a
first priority basis prior to all other Indebtedness secured thereby; and

         (p) Liens on existing assets of the Borrower or its Subsidiaries
securing up to an aggregate of $20,000,000 of Indebtedness.

         7.4 Limitation on Fundamental Changes. Except for Excluded
Subsidiaries, enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or Dispose of all or substantially all of its Property or
business, except that:

         (a) any Subsidiary of the Borrower may be merged or consolidated with
or into the Borrower (provided that the Borrower shall be the continuing or
surviving corporation) or with or into any Subsidiary Guarantor (provided that
the Subsidiary Guarantor shall be the continuing or surviving corporation);

         (b) any Subsidiary of the Borrower may Dispose of any or all of its
assets (upon dividend, distribution, voluntary liquidation or otherwise) to the
Borrower or any Subsidiary Guarantor; and

         (c) so long as permitted by subsection 7.7 and so long as no Default or
Event of Default shall have occurred and be continuing after giving effect to
such merger or consolidation, any Person may be merged or consolidated with or
into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be
the continuing or surviving corporation).

         7.5 Limitation on Disposition of Property. Except for Excluded
Subsidiaries, dispose of any of its Property (including, without limitation,
receivables and leasehold interests), whether now owned or hereafter acquired,
or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's
Capital Stock to any Person, except:

         (a) the Disposition of obsolete or worn out Property in the ordinary
course of business;



                                       47
<PAGE>   53


         (b) the sale of inventory, hydrocarbon production, other mineral
products and products refined therefrom in the ordinary course of business;

         (c) Dispositions permitted by subsection 7.4(b);

         (d) the sale or issuance of any Subsidiary's Capital Stock to the
Borrower or any Subsidiary Guarantor;

         (e) Disposition pursuant to any casualty or condemnation; and

         (f) Dispositions pursuant to sale and leaseback transactions, in an
aggregate principal amount not to exceed $20,000,000;

         (g) Dispositions pursuant to Securitization Transactions;

         (h) the Disposition of the assets or Capital Stock of Tesoro Marine
Services, Inc. for the fair market value of such assets or Capital Stock; and

         (i) other Dispositions outside the ordinary course of business
occurring during the term of this Agreement which yield gross proceeds to the
Borrower or any of its Subsidiaries (valued at fair market value in the case of
non-cash proceeds) in an aggregate amount not in excess of $25,000,000.

         7.6 Limitation on Restricted Payments. Declare or pay any dividend
(other than dividends payable solely in common stock of the Person making such
dividend) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any Capital Stock of the Borrower or any
Subsidiary, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of the Borrower or any Subsidiary (collectively, "Restricted
Payments"), except that (a) any Subsidiary may make Restricted Payments to the
Borrower or any Subsidiary Guarantor, (b) so long as no Default or Event of
Default shall be in existence, the Borrower may pay dividends on the Mandatorily
Convertible Preferred Stock at the stated rate, (c) the Borrower may pay
dividends on its common stock, or repurchase shares of its common stock, in an
aggregate amount not to exceed $15,000,000 in any fiscal year of the Borrower
and (d) the Borrower may repurchase up to 1,372,600 shares of its common stock
(in addition to any shares repurchased pursuant to the foregoing clause (c)) in
open market transactions or privately negotiated transactions so long as no
Default or Event of Default shall be in existence of the time of such
repurchase.

         7.7 Limitation on Investments. Make any advance, loan, extension of
credit (by way of guaranty or otherwise) or capital contribution to, or purchase
any Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting an ongoing business from, or make any other investment in,
any other Person (all of the foregoing, "Investments"), except:



                                       48
<PAGE>   54


         (a) extensions of trade credit in the ordinary course of business;

         (b) Investments in Cash Equivalents;

         (c) Loans and advances to officers, directors and employees of the
Borrower or any of its Subsidiaries in the ordinary course of business
(including, without limitation, for travel, entertainment and relocation
expenses) in an aggregate amount for the Borrower and its Subsidiaries not to
exceed $7,500,000 at any one time outstanding;

         (d) Investments in assets useful in the Borrower's business made by the
Borrower or any of its Subsidiaries with the proceeds of any casualty or
condemnation;

         (e) the Borrower's 50% limited partnership interest in Tesoro Building
Project, Ltd., a Delaware limited partnership;

         (f) (i) the purchase of stock issued by the Borrower from participants
in the incentive stock plans of the Borrower made for the purpose of satisfying
federal withholding tax obligations of such participants as provided for under
the terms of such incentive stock plans or stock incentive grants thereunder or
(ii) the purchase of existing options issued to such participants pursuant to
such incentive stock plans in order to make stock available for issuance to
current employees;

         (g) purchases of all or substantially all of the Capital Stock of
Persons engaged in lines of business similar to the line of business of the
Borrower on the date of this Agreement;

         (h) Investments by the Borrower or any of its Subsidiaries in (i) the
Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor
or (ii) any Person which is not a Subsidiary Guarantor in an aggregate amount
not to exceed $7,500,000;

         (i) Investments, in an aggregate amount not exceeding $30,000,000, by
the Borrower or any of its Subsidiaries in the businesses of branded dealers and
distributors in connection with retail gasoline station improvements;

         (j) Investments by the Borrower or any of its Subsidiaries consisting
of the receipt by the Borrower or such Subsidiary of Capital Stock or other
securities, obligations or production payments in settlement of debts created in
the ordinary course of business and owing to, or in satisfaction of judgments in
favor of, the Borrower or any of its Subsidiaries; and

         (k) the Borrower may enter into a joint venture or partnership and, in
connection therewith, sell or transfer to such joint venture or partnership all
of the assets or Capital Stock of Tesoro Marine Services, Inc.

         7.8 Limitation on Optional Payments and Modifications of Debt
Instruments, etc. (a) Make or offer to make any optional or voluntary payment,
prepayment, repurchase or redemption of, or otherwise voluntarily or optionally
defease, the Senior Subordinated Notes, or segregate funds for any such payment,
prepayment, repurchase, redemption or defeasance,



                                       49
<PAGE>   55


(except that the Borrower may purchase in open market transactions up to
$20,0000,000 aggregate principal amount of Senior Subordinated Notes), (b)
amend, modify or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of the Senior
Subordinated Notes (other than any such amendment, modification, waiver or other
change which (i) would extend the maturity or reduce the amount of any payment
of principal thereof, reduce the rate or extend the date for payment of interest
thereon or relax any covenant or other restriction applicable to the Borrower or
any of its Subsidiaries and (ii) does not involve the payment of a consent fee),
(c) designate any Indebtedness (other than the Obligations) as "Designated
Senior Debt" for the purposes of the Senior Subordinated Note Indenture or (d)
amend its certificate of incorporation in any manner determined by the
Administrative Agent to be adverse to the Lenders.

         7.9 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the
Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise
not prohibited by this Agreement, (b) in the ordinary course of business of the
Borrower or such Subsidiary, as the case may be, and (c) upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary, as the
case may be, than it would obtain in a comparable arm's-length transaction with
a Person which is not an Affiliate.

         7.10 Limitation on Changes in Fiscal Periods. Permit the fiscal year of
the Borrower to end on a day other than December 31 or change the Borrower's
method of determining fiscal quarters.

         7.11 Limitation on Negative Pledge Clauses. Enter into or permit to
exist or become effective any agreement which prohibits or limits the ability of
the Borrower or any of its Subsidiaries to create, incur, assume or permit to
exist any Lien upon any of its Property or revenues, whether now owned or
hereafter acquired, to secure the Obligations or, in the case of any Subsidiary
Guarantor, its obligations under the Guarantee Agreement, other than (a) this
Agreement and the other Loan Documents and (b) any agreements governing any
purchase money Liens, Capital Lease Obligations, Synthetic Leases or
Securitization Transactions otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby).

         7.12 Limitation on Restrictions on Subsidiary Distributions. Enter into
or permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Subsidiary to (a) make Restricted Payments in respect of
any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to,
the Borrower or any other Subsidiary, (b) make Investments in the Borrower or
any other Subsidiary or (c) transfer any of its assets to the Borrower or any
other Subsidiary, except for such encumbrances or restrictions existing under or
by reason of (i) any restrictions existing under the Loan Documents, (ii) any
restrictions with respect to a Subsidiary imposed pursuant to an agreement which
has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary and (iii) solely in the
case of the foregoing clause (c), customary non-assignment



                                       50
<PAGE>   56


provisions in leases entered into in the ordinary course of business and
consistent with the past practices of the Borrower and its Subsidiaries.

         7.13 Limitation on Lines of Business. Enter into any business, either
directly or through any Subsidiary, except for those businesses in which the
Borrower and its Subsidiaries are engaged on the date of this Agreement or which
are reasonably related thereto.

                          SECTION 8. EVENTS OF DEFAULT

         If any of the following events shall occur and be continuing:

         (a) The Borrower shall fail to pay any principal of any Loan or
Reimbursement Obligation when due in accordance with the terms hereof; or the
Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation,
or any other amount payable hereunder or under any other Loan Document, within
five days after any such interest or other amount becomes due in accordance with
the terms hereof; or

         (b) Any representation or warranty made or deemed made by any Loan
Party herein or in any other Loan Document or which is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement or any such other Loan Document
shall prove to have been inaccurate in any material respect on or as of the date
made or deemed made; or

         (c) Any Loan Party shall default in the observance or performance of
any agreement contained in clause (i) or (ii) of subsection 6.4(a) (with respect
to the Borrower only), subsection 6.7(a) or Section 7 of this Agreement; or

         (d) Any Loan Party shall default in the observance or performance of
any other agreement contained in this Agreement or any other Loan Document
(other than as provided in paragraphs (a) through (c) of this Section 8), and
such default shall continue unremedied for a period of 30 days; or

         (e) The Borrower or any of its Subsidiaries shall (i) default in making
any payment of any principal of any Indebtedness (including, without limitation,
any Guarantee Obligation constituting Indebtedness, but excluding the Loans) on
the scheduled or original due date with respect thereto; or (ii) default in
making any payment of any interest on any such Indebtedness beyond the period of
grace, if any, provided in the instrument or agreement under which such
Indebtedness was created; or (iii) default in the observance or performance of
any other agreement or condition relating to any such Indebtedness or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless, at
such time, one or



                                       51
<PAGE>   57


more defaults, events or conditions of the type described in clauses (i), (ii)
and (iii) of this paragraph (e) shall have occurred and be continuing with
respect to Indebtedness the aggregate outstanding principal amount of which is
at least $15,000,000; or

         (f) (i) The Borrower or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any of its Subsidiaries any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Borrower or any of its Subsidiaries any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days from
the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take
any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) the Borrower or any of its Subsidiaries shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as they
become due; or

         (g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could, in the sole
judgment of the Required Lenders, reasonably be expected to have a Material
Adverse Effect; or

         (h) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability (not
paid or fully covered by



                                       52
<PAGE>   58


insurance as to which the relevant insurance company has acknowledged coverage)
of $15,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or

         (i) The guarantee contained in Section 2 of the Guarantee Agreement
shall cease, for any reason, to be in full force and effect or any Loan Party
shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Revolving Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken, so long as such Event of Default is in existence and has not otherwise
been cured or waived in accordance herewith: (i) with the consent of the
Majority Lenders, the Administrative Agent may, or upon the request of the
Majority Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Revolving Commitments to be terminated forthwith, whereupon the
Revolving Commitments shall immediately terminate; and (ii) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including,
without limitation, all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable. With respect to all Letters of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the Borrower shall at
such time deposit in a cash collateral account opened by the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of such
Letters of Credit. Amounts held in such cash collateral account shall be applied
by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Borrower (or such other Person as may be lawfully entitled thereto).

                      SECTION 9. THE ADMINISTRATIVE AGENT

         9.1 Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to 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



                                       53
<PAGE>   59


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 Section 9.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-105 of the
Uniform Commercial Code and (iii) 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 hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.


         9.2 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 to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

         9.3 General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to 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 determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         9.4 No Responsibility for Loans, 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
(a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Section 5,
except receipt of items required to be delivered solely to the Administrative
Agent; (d) the existence or possible existence of any Default or Event of
Default; (e) the validity, enforceability, effectiveness, sufficiency or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith; (f) the value, sufficiency, creation, perfection or
priority of any Lien in any collateral security; or (g) the financial condition
of the Borrower or any guarantor of any of the Obligations or of any of the
Borrower's or any such guarantor's respective Subsidiaries. The



                                       54
<PAGE>   60


Administrative Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by the Borrower to the Administrative Agent
at such time, but is voluntarily furnished by the Borrower to the Administrative
Agent (either in its capacity as Administrative Agent or in its individual
capacity).

         9.5 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 Lenders, in the case of
actions which, pursuant to subsection 10.1, require the consent of all Lenders),
and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders. The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders (or all Lenders, in the case of actions which, pursuant to
subsection 10.1, require the consent of all Lenders),. 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.

         9.6 Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as Administrative Agent hereunder and under any other
Loan Document by or through employees, agents, and attorneys-in-fact and shall
not be answerable to the Lenders, except as to money or securities received by
it or its authorized agents, for the default or misconduct of any such agents 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.

         9.7 Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any Note, 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.

         9.8 Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Revolving Commitments (or, if the Revolving
Commitments have been terminated, in proportion to their Revolving Commitments
immediately prior to such termination) (i) for any amounts not reimbursed by the
Borrower for which the Administrative Agent is entitled to reimbursement by the
Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders) and



                                       55
<PAGE>   61


(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 (including, without limitation, for any such amounts
incurred by or asserted against the Administrative Agent in connection with any
dispute between the Administrative Agent and any Lender or between two or more
of the Lenders), or the enforcement of any of the terms of the Loan Documents or
of any such other documents, provided that (i) 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 resulted
from the gross negligence or willful misconduct of the Administrative Agent and
(ii) any indemnification required pursuant to subsection 2.15 shall,
notwithstanding the provisions of this subsection 9.8, be paid by the relevant
Lender in accordance with the provisions thereof. The obligations of the Lenders
under this subsection 9.8 shall survive payment of the Obligations and
termination of this Agreement.


         9.9 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received written notice from a
Lender or the Borrower referring to this Agreement describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Lenders.

         9.10 Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Revolving Commitment and
its Loans as any Lender and may exercise the same as though it were not the
Administrative Agent, and the term "Lender" or "Lenders" shall, at any time when
the Administrative Agent is a Lender, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative
Agent and its Affiliates 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
Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is
not restricted hereby from engaging with any other Person.

         9.11 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
Borrower 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.



                                       56
<PAGE>   62


         9.12 Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative Agent may be removed at any time
with or without cause by written notice received by the Administrative Agent
from the Required Lenders, such removal to be effective on the date specified by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent. Notwithstanding the previous
sentence, the Administrative Agent may at any time without the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank
as a successor Administrative Agent hereunder. If the Administrative Agent has
resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Borrower shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Administrative Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents and the resigning or removed
Administrative Agent shall pay to the successor Administrative Agent any
unamortized portion of Administrative Agent's fees previously paid to such
resigning or removed Administrative Agent . After the effectiveness of the
resignation or removal of an Administrative Agent, the provisions of this
Section 9 shall continue in effect for the benefit of such Administrative Agent
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. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this subsection 9.12, then the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent. Any successor Administrative Agent appointed pursuant to
this subsection 9.12 shall (unless an Event of Default under subsection 8(a) or
subsection 8(f) shall have occurred and be continuing) be subject to the
approval of the Borrower (which approval shall not be unreasonably withheld or
delayed).

         9.13 Delegation to Affiliates. The Borrower and the Lenders agree that
the Administrative Agent may delegate any of its duties under this Agreement to
any of its Affiliates. Any such Affiliate (and such Affiliate's directors,
officers, agents and employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of



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<PAGE>   63


the indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Sections 9 and 10.

         9.14 Documentation Agent, Syndication Agent, etc. Neither any of the
Lenders identified in this Agreement as a "Documentation Agent" or "Syndication
Agent" 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
acknowledgments with respect to such Lenders as it makes with respect to the
Administrative Agent in subsection 9.11.

                           SECTION 10. MISCELLANEOUS

         10.1 Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection 10.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may, or
(with the written consent of the Required Lenders) the Agents and each Loan
Party party to the relevant Loan Document may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other Loan
Documents for the purpose of adding any provisions to this Agreement or the
other Loan Documents or changing in any manner the rights of the Lenders or of
the Loan Parties hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders, or the Agents, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the
other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) forgive the principal amount or extend the final
scheduled date of maturity of any Loan or Reimbursement Obligation, reduce the
stated rate of any interest or fee payable hereunder or extend the scheduled
date of any payment thereof, or increase the amount or extend the expiration
date of the Revolving Commitment of any Lender, in each case without the consent
of each Lender directly affected thereby; (ii) amend, modify or waive any
provision of this subsection 10.1 or reduce any percentage specified in the
definition of Majority Lenders or Required Lenders, consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents, or release any Material Subsidiary
Guarantor from its obligations under the Guarantee Agreement, in each case
without the consent of all Lenders; (iii) amend, modify or waive any provision
of Section 9 without the consent of the Agents; or (iv) amend, modify or waive
any provision of Section 3 without the consent of such Issuing Lender. Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the
Administrative Agent and all future holders of the Loans. In the case of any
waiver, the Loan Parties, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon. Any
such waiver, amendment, supplement or modification shall be effected by a
written instrument signed by the parties required to sign pursuant to the
foregoing



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<PAGE>   64


provisions of this subsection 10.1; provided, that delivery of an executed
signature page of any such instrument by facsimile transmission shall be
effective as delivery of a manually executed counterpart thereof.

         10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed (a) in the case of the Borrower and the Administrative
Agent, as follows, and (b) in the case of each Lender, the address of which the
Administrative Agent will have been notified by such Lender in connection with
the syndication of the Revolving Commitments or, in the case of a Lender which
becomes a party to this Agreement pursuant to an Assignment and Acceptance, the
address set forth in such Assignment and Acceptance, or (c) in the case of any
party, to such other address as such party may hereafter notify to the other
parties hereto:

                  The Borrower:                  Tesoro Petroleum Corporation
                                                 300 Concord Plaza Drive
                                                 San Antonio, Texas  78216-6999
                                                 Attention: Treasurer
                                                 Telecopy:  (210) 283-2080
                                                 Telephone: (210) 283-2905

                  The Administrative Agent:      Bank One, NA
                                                 1 Bank One Plaza
                                                 Mail Suite IL1 0624
                                                 Chicago, Illinois  60670-0353
                                                 Attention: William Laird
                                                 Telecopy:  (312) 732-4840
                                                 Telephone:  (312) 732-5635

                  With a copy to:                Bank One, NA
                                                 910 Travis Street
                                                 6th Floor
                                                 Mail Code TX2-4335
                                                 Houston, Texas  77252-2629
                                                 Attention: Helen Carr
                                                 Telecopy:  (713) 751-3760
                                                 Telephone:  (713) 751-3731

provided that any notice, request or demand to or upon the Administrative Agent
or any Lender shall not be effective until received.

         10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any party hereto, any right, remedy, power
or privilege hereunder or






                                       59
<PAGE>   65
under the other Loan Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

         10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder.

         10.5 Payment of Expenses. The Borrower agrees (a) to pay or reimburse
the Agents for all their reasonable out of pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and such Issuing Lender,
(b) to pay or reimburse each of the Lenders and Agents for all its reasonable
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Lender
and of counsel to the Agents, (c) to pay, indemnify, and hold each Lender and
the Agents harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay caused by any Loan
Party in paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the Agents and
their respective officers, directors, employees, affiliates, agents and
controlling persons (each, an "Indemnitee") harmless from and against any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents, including, without limitation, any of the foregoing relating to the
use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the
Borrower, any of its Subsidiaries or any property at any time owned, leased or
in any way used by the Borrower or any of its Subsidiaries (all the foregoing in
this clause (d), collectively, the "Indemnified Liabilities"), provided, that
the Borrower shall have no obligation hereunder to any Indemnitee with respect
to Indemnified Liabilities (i) to the extent such Indemnified Liabilities are
found by a final and nonappealable decision of a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of such
Indemnitee or (ii) solely related to the transfer, assignment or other
disposition by or on behalf of any Indemnitee of any Note or any interest in its
Commitments or rights to payment under this Agreement. Without limiting the
foregoing,



                                       60
<PAGE>   66


and to the extent permitted by applicable law, the Borrower agrees not to assert
and to cause its Subsidiaries not to assert, and hereby waives and agrees to
cause its Subsidiaries so to waive, all rights for contribution or any other
rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them now or
hereafter might have by statute or otherwise against any indemnitee. The
agreements in this subsection 10.5 shall survive repayment of the Loans and all
other amounts payable hereunder.

         10.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Agents, all future holders of the Loans and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agents and each Lender.

         (b) Any Lender may, without the consent of the Borrower, in accordance
with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each, a "Participant") participating interests
in any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents. In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Loan for all purposes under this Agreement and the other Loan Documents, and the
Borrower and the Agents shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and the other Loan Documents. In no event shall any Participant under
any such participation have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by any Loan
Party therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Loans or any fees payable
hereunder, or postpone the date of the final maturity of the Loans, in each case
to the extent subject to such participation. The Borrower agrees that if amounts
outstanding under this Agreement and the Loans are due but unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 10.7(a) as fully as if it
were a Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of subsections 2.14, 2.15 and 2.16 with respect to its
participation in the Revolving Commitments and the Loans outstanding from time
to time as if it was a Lender; provided that, in the case of subsection 2.15,
such Participant shall have complied with the requirements of such subsection
and provided, further, that no Participant shall be entitled to receive any
greater amount pursuant to any such subsection than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.



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<PAGE>   67


         (c) Any Lender (an "Assignor") may, in accordance with applicable law,
at any time and from time to time assign to (i) any Lender or any affiliate
thereof (provided that the consent of such Issuing Lender shall be obtained in
connection with any assignment of Revolving Commitments to an affiliate of a
Lender), (ii) with the consent of the Borrower, the Administrative Agent and
such Issuing Lender, (which, in each case, shall not be unreasonably withheld or
delayed), to an additional bank, financial institution or other entity (an
"Assignee") all or any part of its rights and obligations under this Agreement
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
D, executed by such Assignee and such Assignor (and, where the consent of the
Borrower, the Administrative Agent or such Issuing Lender is required pursuant
to the foregoing provisions, by the Borrower or the Borrower and such other
Persons, as the case may be) and delivered to the Administrative Agent for its
acceptance and recording in the Register; provided that, unless otherwise agreed
by the Borrower and the Administrative Agent, and except in the case of an
assignment by a Lender of all of its Revolving Commitment and/or Loans under
this Agreement and the 364-Day Revolving Credit Agreement, (i) no assignment to
an Assignee (other than any Lender or any affiliate thereof) of Revolving
Commitment and/ or Loans under this Agreement shall be in an amount which, when
aggregated with the amount of Revolving Commitment and/ or Loans under (and as
defined in) the 364-Day Revolving Credit Agreement assigned concurrently with
such assignment hereunder, is less than $5,000,000 and (ii) after giving effect
to any assignment hereunder, the Assignor must have Revolving Commitment and/or
Loans under this Agreement in an amount which, when aggregated with the amount
of Revolving Commitment and/ or Loans of such Assignor under (and as defined in)
the 364-Day Revolving Credit Agreement, is at least $10,000,000. Each assignment
of Revolving Commitments and/or Loans by a Lender must be accompanied by an
assignment by such Assignor Lender to the same Assignee of a proportionate
amount of such Assignor Lender's Revolving Commitments and/or Loans under (and
as defined in) the 364-Day Revolving Credit Agreement. Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder with a Revolving
Commitment and/or Loans as set forth therein, and (y) the Assignor thereunder
shall, to the extent provided in such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of an Assignor's rights and obligations under this
Agreement, such Assignor shall cease to be a party hereto). Notwithstanding any
provision of this subsection 10.6(c), the consent of the Borrower shall not be
required for any assignment which occurs at any time when any Event of Default
shall have occurred and be continuing.

         (d) The Administrative Agent shall, on behalf of the Borrower, maintain
at its address referred to in subsection 10.2 a copy of each Assignment and
Acceptance delivered to it and a register (the "Register") for the recordation
of the names and addresses of the Lenders and the Revolving Commitment of, and
principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of the Loans and any
Notes evidencing such Loans recorded therein for all purposes of this Agreement.
Any assignment of any Loan, whether or



                                       62
<PAGE>   68


not evidenced by a Note, shall be effective only upon appropriate entries with
respect thereto being made in the Register (and each Note shall expressly so
provide). Any assignment or transfer of all or part of a Loan evidenced by a
Note shall be registered on the Register only upon surrender for registration of
assignment or transfer of the Note evidencing such Loan, accompanied by a duly
executed Assignment and Acceptance; thereupon one or more new Notes in the same
aggregate principal amount shall be issued to the designated Assignee, and the
old Notes shall be returned by the Administrative Agent to the Borrower marked
"cancelled". The Register shall be available for inspection by the Borrower or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

         (e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in any case where the consent of any other Person
is required by subsection 10.6(c), by each such other Person) together with
payment by such Assignor and/or such Assignee (as agreed between them) to the
Administrative Agent of a registration and processing fee of $3,500 (except that
no such registration and processing fee shall be payable in the case of an
Assignee which is already a Lender or is an affiliate of a Lender or a Person
under common management with a Lender), the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Lenders and
the Borrower. On or prior to such effective date, the Borrower, at its own
expense, upon request, shall execute and deliver to the Administrative Agent (in
exchange for the Note of the assigning Lender) a new Note, to the order of such
Assignee in an amount equal to the Revolving Commitment assumed or acquired by
it pursuant to such Assignment and Acceptance and, if the Assignor has retained
a Revolving Commitment, upon request, a new Note, to the order of the Assignor
in an amount equal to the Revolving Commitment, retained by it hereunder. Such
new Note or Notes shall be dated the Closing Date and shall otherwise be in the
form of the Note or Notes replaced thereby.

         (f) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection 10.6 concerning assignments of Loans and
Notes relate only to absolute assignments and that such provisions do not
prohibit assignments creating security interests, including, without limitation,
any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve
Bank in accordance with applicable law; provided, that all related costs, fees
and expenses assessed against or incurred by such Lender solely in connection
with any such assignment to any Federal Reserve Bank or any related
re-assignment to such Lender shall be for the sole account of such Lender.

         10.7 Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender")
shall at any time receive any payment of all or part of the Obligations owing to
it, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in subsection 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Obligations, such Benefitted Lender shall purchase for
cash from the other Lenders a participating interest in such portion of each
such other Lender's Obligations, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause



                                       63
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such Benefitted Lender to share the excess payment or benefits of such
collateral ratably with each of the Lenders; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from such
Benefitted Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.

         (b) In addition to any rights and remedies of the Lenders provided by
law, at any time when an Event of Default is in existence, each Lender shall
have the right, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, upon
any amount becoming due and payable by the Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise), to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the
account of the Borrower, as the case may be. Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such setoff and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such setoff and application.

         10.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

         10.9 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         10.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrower, the Agents and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by any Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or, in the other
Loan Documents.

         10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         10.12 Submission To Jurisdiction; Waivers (a) The Borrower hereby
irrevocably and unconditionally:



                                       64
<PAGE>   70


          (i) submits for itself and its Property in any legal action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party, or for recognition and enforcement of any judgment in
     respect thereof, to the non-exclusive general jurisdiction of the courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (ii) consents that any such action or proceeding may be brought in
     such courts and waives any objection that it may now or hereafter have to
     the venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (iii) agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to the
     Borrower at its address set forth in subsection 10.2 or at such other
     address of which the Administrative Agent shall have been notified pursuant
     thereto; and

          (iv) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction.

         (b) Each party hereto hereby waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal action
or proceeding referred to in this subsection 10.12 any special, exemplary,
punitive or consequential damages.

         10.13 Acknowledgements. The Borrower hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

         (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
Administrative Agent and Lenders, on one hand, and the Borrower, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;
and

         (c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrower and the Lenders.

         10.14 Confidentiality. Each of the Agents and the Lenders agrees to
keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as
confidential; provided that nothing herein shall prevent any Agent or any Lender
from disclosing any such information (a) to the Administrative Agent, any other
Lender or any affiliate of any Lender, (b) to any Participant or Assignee (each,
a "Transferee") or prospective Transferee which agrees to comply with the



                                       65
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provisions of this subsection 10.14, (c) any of its employees, directors,
agents, attorneys, accountants and other professional advisors, (d) upon the
request or demand of any Governmental Authority having jurisdiction over it, (e)
in response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law (exclusive of any
organizational or governance document of such Agent or Lender), (f) if requested
or required to do so in connection with any litigation or similar proceeding,
(g) which has been publicly disclosed other than in breach of this subsection
10.14, (h) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender or (i) in connection with the exercise of any
remedy hereunder or under any other Loan Document. In the event that any Agent
or Lender shall have received a demand or request, or intends to respond to or
otherwise satisfy a requirement, for the delivery of any such confidential
information pursuant to the foregoing clause (f), such Agent or Lender promptly
shall make reasonable efforts to notify the Borrower thereof within any
applicable time period permitted to contest compliance with any such demand,
request or requirement; provided, that in no event shall any Lender or Agent be
liable for any action taken pursuant to such clause (f) or for any failure so to
notify the Borrower in accordance with the foregoing.

         10.15 Enforceability; Usury. In no event shall any provision of this
Agreement, the Notes, or any other instrument evidencing or securing the
indebtedness of the Borrower hereunder ever obligate the Borrower to pay or
allow any Lender to collect interest on the Loans or any other indebtedness of
the Borrower hereunder at a rate greater than the maximum non-usurious rate
permitted by applicable law (herein referred to as the "Highest Lawful Rate"),
or obligate the Borrower to pay any taxes, assessments, charges, insurance
premiums or other amounts to the extent that such payments, when added to the
interest payable on the Loans, would be held to constitute the payment by the
Borrower of interest at a rate greater than the Highest Lawful Rate; and this
provision shall control over any provision to the contrary.

         Without limiting the generality of the foregoing, in the event the
maturity of all or any part of the principal amount of the indebtedness of the
Borrower hereunder shall be accelerated for any reason, then such principal
amount so accelerated shall be credited with any interest theretofore paid
thereon in advance and remaining unearned at the time of such acceleration. If,
pursuant to the terms of this Agreement or the Notes, any funds are applied to
the payment of any part of the principal amount of the indebtedness of the
Borrower hereunder prior to the maturity thereof, then (a) any interest which
would otherwise thereafter accrue on the principal amount so paid by such
application shall be canceled, and (b) the indebtedness of the Borrower
hereunder remaining unpaid after such application shall be credited with the
amount of all interest, if any, theretofore collected on the principal amount so
paid by such application and remaining unearned at the date of said application;
and if the funds so applied shall be sufficient to pay in full all the
indebtedness of the Borrower hereunder, then the Lenders shall refund to the
Borrower all interest theretofore paid thereon in advance and remaining unearned
at the time of such acceleration. All sums paid or agreed to be paid to the
Administrative Agent or to any Lender for the use, forbearance or detention of
sums due hereunder shall, to the extent permitted by law applicable to the
Administrative Agent or such Lender, be amortized, prorated, allocated



                                       66
<PAGE>   72


and spread throughout the full term of the Loans until paid in full, so that the
rate or amount of interest on account of any Loans or other amounts hereunder
does not exceed the maximum amount allowed by such applicable law. Regardless of
any other provision in this Agreement, or in any of the written evidences of the
indebtedness of the Borrower hereunder, the Borrower shall never be required to
pay any unearned interest on such indebtedness or any portion thereof, and shall
never be required to pay interest thereon at a rate in excess of the Highest
Lawful Rate construed by courts having competent jurisdiction thereof.

         10.16 Accounting Changes. In the event that any "Accounting Change" (as
defined below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
the Borrower and the Administrative Agent agree to enter into negotiations in
order to amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating the
Borrower's financial condition shall be the same after such Accounting Changes
as if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants or, if
applicable, the Securities and Exchange Commission (or successors thereto or
agencies with similar functions).

         10.17 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.





                                       67
<PAGE>   73


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



                                         TESORO PETROLEUM CORPORATION



                                         By:  /s/ GREGORY A. WRIGHT
                                           Name:  Gregory A. Wright
                                           Title: Senior Vice President,
                                                  Financial Resources


                                         BANC ONE CAPITAL MARKETS, INC.,
                                          as Arranger


                                         By:  /s/ HELEN A. CARR
                                           Name:  Helen A. Carr
                                           Title: First Vice President


                                         BANK ONE, NA, as
                                          Administrative Agent and as a Lender


                                         By:  /s/ HELEN A. CARR
                                           Name:  Helen A. Carr
                                           Title: First Vice President


                                         THE BANK OF NOVA SCOTIA, as
                                         Syndication Agent and as a Lender


                                         By:  /s/ F.C.H. Ashby
                                           Name:  F.C.H. Ashby
                                           Title: Senior Manager Loan Operations


                                         ABN AMRO BANK, N.V.,
                                         as Documentation Agent and as a Lender


                                         By:   /s/ MICHAEL NEPVEUX
                                           Name:  Michael Nepveux
                                           Title: Group Vice President


                                         By:   /s/ DANA L. MONTGOMERY
                                            Name:  Dana L. Montgomery
                                            Title: Assistant Vice President
<PAGE>   74





                                         BANK OF TOKYO-MITSUBISHI, as a Lender


                                         By:  /s/ MICHAEL MEISS
                                           Name:  Michael Meiss
                                           Title: VP & Manager









                 [Signature page to Revolving Credit Agreement]


<PAGE>   75




                                         COMERICA BANK, as a Lender


                                         By:   /s/ T. BANCROFT MATTEI
                                           Name:   T. BANCROFT MATTEI
                                           Title:  ACCOUNT OFFICER









                 [Signature page to Revolving Credit Agreement]


<PAGE>   76



                                   CREDIT LYONNAIS, as a Lender


                                   By:  /s/ PHILIPPE SOUSTRA
                                     Name:  Philippe Soustra
                                     Title: Senior Vice President









                 [Signature page to Revolving Credit Agreement]

<PAGE>   77




                                   THE FROST NATIONAL BANK, as a Lender


                                   By:  /s/ JIM CROSBY
                                     Name:  Jim Crosby
                                     Title: Market President







                 [Signature page to Revolving Credit Agreement]

<PAGE>   78




                                   THE FUJI BANK, LIMITED, as a Lender


                                   By:  /s/ JACQUES AZAGURY
                                     Name:  JACQUES AZAGURY
                                     Title: SENIOR VICE PRESIDENT & MANAGER







                 [Signature page to Revolving Credit Agreement]

<PAGE>   79



                                   GUARANTY FEDERAL BANK, as a Lender


                                   By:      JIM R. HAMILTON
                                     Name:  JIM R. HAMILTON
                                     Title:  VICE PRESIDENT






                 [Signature page to Revolving Credit Agreement]

<PAGE>   80




                                   HIBERNIA NATIONAL BANK, as a Lender


                                   By:  /s/ NANCY G. MORAGAS
                                     Name:  Nancy G. Moragas
                                     Title: Vice President







                 [Signature page to Revolving Credit Agreement]

<PAGE>   81



                                   NATIONAL BANK OF ALASKA, as a Lender


                                   By:  /s/ CLAIRE BRADLEY CHAN
                                     Name:  Claire Bradley Chan
                                     Title: Vice President








                 [Signature page to Revolving Credit Agreement]

<PAGE>   82




                                                                         ANNEX A

                                 PRICING GRID I


<TABLE>
<CAPTION>
                                                      Applicable Margin
                     Consolidated Leverage              for Base Rate             Applicable Margin for
   Level                    Ratio                           Loans                   Eurodollar Loans
   -----          ----------------------------        -----------------           ---------------------
<S>                <C>                                     <C>                         <C>
     I                > or = 3.25 : 1.0                     0.000%                      2.000%
     II        > or = 3.0 : 1.0 but < 3.25 : 1.0            0.000%                      1.750%
    III         > or = 2.5 : 1.0 but < 3.0 : 1.0            0.000%                      1.500%
     IV         > or = 2.0 : 1.0 but < 2.5 : 1.0            0.000%                      1.250%
     V                     < 2.0 : 1.0                      0.000%                      1.000%
</TABLE>

                                 PRICING GRID II

<TABLE>
<CAPTION>
                                                      Applicable Margin
                     Consolidated Leverage              for Base Rate             Applicable Margin for
   Level                    Ratio                           Loans                   Eurodollar Loans
   -----          ----------------------------        -----------------           ---------------------
<S>                 <C>                                    <C>                         <C>
     I                 > or = 3.25 : 1.0                    0.000%                      1.750%
     II        > or = 3.0 : 1.0 but < 3.25 : 1.0            0.000%                      1.500%
    III         > or = 2.5 : 1.0 but < 3.0 : 1.0            0.000%                      1.375%
     IV         > or = 2.0 : 1.0 but < 2.5 : 1.0            0.000%                      1.150%
     V                     < 2.0 : 1.0                      0.000%                      1.000%
</TABLE>

Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall become effective on the date (the "Adjustment Date") on
which financial statements are delivered to the Lenders pursuant to subsection
6.1 (but in any event not later than the 60th day after the end of each of the
first three quarterly periods of each fiscal year or the 105th day after the end
of each fiscal year, as the case may be) and shall remain in effect until the
next change to be effected pursuant to this paragraph. If any financial
statements referred to above are not delivered within the time periods specified
above, then, until such financial statements are delivered, the Consolidated
Leverage Ratio as at the end of the fiscal period that would have been covered
thereby shall for the purposes of this definition be deemed to be greater than
3.25 : 1.0. In addition, at all times while an Event of Default shall have
occurred and be continuing, the Consolidated Leverage Ratio shall for the
purposes of this definition be deemed to be greater than 3.25 : 1.0. Each
determination of the Consolidated Leverage Ratio pursuant to this definition
shall be made with respect to the period of four consecutive fiscal quarters of
the Borrower and its consolidated Subsidiaries ending at the end of the period
covered by the relevant consolidated financial statements; provided that the
Consolidated EBITDA used to calculate the Consolidated Leverage Ratio for the
fiscal quarter ended September 30, 2000 be will equal 1.33 times the sum of the
Consolidated EBITDA for the three consecutive fiscal quarters ended on such
date.


<PAGE>   83

The Pricing Grid set forth above under the caption "Pricing Grid II" will be
applicable only with respect to Adjustment Dates on which the Borrower has a
corporate credit rating or issuer rating from S&P or Moody's of at least BBB- or
Baa3, respectively.





                                      -ii-
<PAGE>   84


The Schedules and Exhibits listed in the Table of Contents of this agreement
have been omitted. The Registrant will furnish a copy of any omitted schedules
or exhibits to the Securities and Exchange Commission upon request.

</TEXT>
</DOCUMENT>
