LOAN AGREEMENT ($80,000,000 REVOLVING LOAN FACILITY) DATED AS OF OCTOBER 23, 1998 AMONG OCEANEERING INTERNATIONAL, INC., AS BORROWER, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS AGENT, LEAD ARRANGER AND BOOK MANAGER AND AS A LENDER, CITICORP USA,...

LOAN AGREEMENT

($80,000,000 REVOLVING LOAN FACILITY)

DATED AS OF OCTOBER 23, 1998

AMONG

OCEANEERING INTERNATIONAL, INC.,
AS BORROWER,

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
AS AGENT, LEAD ARRANGER AND BOOK MANAGER AND AS A LENDER,

CITICORP USA, INC.,
AS DOCUMENTATION AGENT,

▇▇▇▇▇ FARGO BANK (TEXAS), N. A.,
AS SYNDICATION AGENT,

AND

THE OTHER LENDERS NOW OR HEREAFTER
PARTIES HERETO
TABLE OF CONTENTS

Page

1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Certain Defined Terms. . . . . . . . . . . . . . . . . 1
1.2 Miscellaneous. . . . . . . . . . . . . . . . . . . . .20

2. Commitments and Loans . . . . . . . . . . . . . . . . . . .20
2.1 Loans. . . . . . . . . . . . . . . . . . . . . . . . .20
2.2 Terminations or Reductions of Commitments . . . . . .20
2.3 Commitment Fees. . . . . . . . . . . . . . . . . . . .20
2.4 Several Obligations. . . . . . . . . . . . . . . . . .21
2.5 Notes. . . . . . . . . . . . . . . . . . . . . . . . .21
2.6 Use of Proceeds. . . . . . . . . . . . . . . . . . . .21

3. Borrowings,Payments,Prepayments and Interest Options. . . .21
3.1 Borrowings . . . . . . . . . . . . . . . . . . . . . .21
3.2 Payments; Prepayments. . . . . . . . . . . . . . . . .22
3.3 Interest Options . . . . . . . . . . . . . . . . . . .22

4. Payments; Pro Rata Treatment; Computations, Etc.. . . . . .27
4.1 Payments . . . . . . . . . . . . . . . . . . . . . . .27
4.2 Pro Rata Treatment . . . . . . . . . . . . . . . . . .28
4.3 Certain Actions, Notices, Etc. . . . . . . . . . . . .29
4.4 Non-Receipt of Funds by Agent. . . . . . . . . . . . .29
4.5 Sharing of Payments, Etc.. . . . . . . . . . . . . . .29

5. Conditions Precedent. . . . . . . . . . . . . . . . . . . .30
5.1 Initial Loans . . . . . . . . . . . . . . . . . . . .30
5.2 All Loans. . . . . . . . . . . . . . . . . . . . . . .31

6. Representations and Warranties. . . . . . . . . . . . . . .32
6.1 Organization . . . . . . . . . . . . . . . . . . . . .32
6.2 Financial Statements . . . . . . . . . . . . . . . . .32
6.3 Enforceable Obligations; Authorization . . . . . . . .32
6.4 Other Debt . . . . . . . . . . . . . . . . . . . . . .33
6.5 Litigation . . . . . . . . . . . . . . . . . . . . . .33
6.6 Taxes. . . . . . . . . . . . . . . . . . . . . . . . .33
6.7 Regulations U and X. . . . . . . . . . . . . . . . . .33
6.8 Subsidiaries . . . . . . . . . . . . . . . . . . . . .33
6.9 No Untrue or Misleading Statements . . . . . . . . . .33
6.10 ERISA. . . . . . . . . . . . . . . . . . . . . . . . .33
6.11 Investment Company Act . . . . . . . . . . . . . . . .34
6.12 Public Utility Holding Company Act . . . . . . . . . .34
6.13 Fiscal Year. . . . . . . . . . . . . . . . . . . . . .34
6.14 Compliance . . . . . . . . . . . . . . . . . . . . . .34
6.15 Environmental Matters. . . . . . . . . . . . . . . . .34

7. Affirmative Covenants.. . . . . . . . . . . . . . . . . . .35
7.1 Taxes, Existence, Regulations, Property, Etc.. . . . .35
7.2 Financial Statements and Information . . . . . . . . .35
7.3 Financial Tests. . . . . . . . . . . . . . . . . . . .36
7.4 Inspection . . . . . . . . . . . . . . . . . . . . . .36
7.5 Further Assurances . . . . . . . . . . . . . . . . . .37
7.6 Books and Records. . . . . . . . . . . . . . . . . . .37
7.7 Insurance. . . . . . . . . . . . . . . . . . . . . . .37
7.8 Notice of Certain Matters. . . . . . . . . . . . . . .37
7.9 Capital Adequacy . . . . . . . . . . . . . . . . . . .37
7.10 ERISA Information and Compliance . . . . . . . . . . .38
7.11 Year 2000. . . . . . . . . . . . . . . . . . . . . . .39

8. Negative Covenants. . . . . . . . . . . . . . . . . . . . .39
8.1 Limitations on Indebtedness and Preferred Stock of
Restricted Subsidiaries. . . . . . . . . . . . . . . .39
8.2 Priority Liabilities . . . . . . . . . . . . . . . . .40
8.3 Limitations on Liens . . . . . . . . . . . . . . . . .41
8.4 Dividends, Stock Purchases and Restricted
Investments44
8.5 Mergers, Consolidations and Sales of Assets. . . . . .45
8.6 Limitation on Restricted Agreements. . . . . . . . . .48
8.7 Nature of Business . . . . . . . . . . . . . . . . . .49
8.8 Transactions with Affiliates . . . . . . . . . . . . .49
8.9 Designation of Subsidiaries. . . . . . . . . . . . . .49

9. Defaults. . . . . . . . . . . . . . . . . . . . . . . . . .50
9.1 Events of Default. . . . . . . . . . . . . . . . . . .50
9.2 Right of Setoff. . . . . . . . . . . . . . . . . . . .53
9.3 Remedies Cumulative. . . . . . . . . . . . . . . . . .53

10. Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .53
10.1 Appointment, Powers and Immunities . . . . . . . . . .53
10.2 Reliance . . . . . . . . . . . . . . . . . . . . . . .54
10.3 Defaults . . . . . . . . . . . . . . . . . . . . . . .54
10.4 Material Written Notices . . . . . . . . . . . . . . .55
10.5 Rights as a Lender . . . . . . . . . . . . . . . . . .55
10.6 Indemnification. . . . . . . . . . . . . . . . . . . .55
10.7 Non-Reliance on Agent and Other Lenders. . . . . . . .55
10.8 Failure to Act . . . . . . . . . . . . . . . . . . . .56
10.9 Resignation or Removal of Agent. . . . . . . . . . . .56
10.10 No Partnership. . . . . . . . . . . . . . . . . . . .57
10.11 Authority of Agent. . . . . . . . . . . . . . . . . .57

11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . .57
11.1 Waiver . . . . . . . . . . . . . . . . . . . . . . . .57
11.2 Notices. . . . . . . . . . . . . . . . . . . . . . . .57
11.3 Expenses, Etc. . . . . . . . . . . . . . . . . . . . .58
11.4 Indemnification. . . . . . . . . . . . . . . . . . . .58
11.5 Amendments, Etc. . . . . . . . . . . . . . . . . . . .59
11.6 Successors and Assigns . . . . . . . . . . . . . . . .59
11.7 Limitation of Interest . . . . . . . . . . . . . . . .62
11.8 Survival . . . . . . . . . . . . . . . . . . . . . . .63
11.9 Captions . . . . . . . . . . . . . . . . . . . . . . .63
11.10 Counterparts. . . . . . . . . . . . . . . . . . . . .63
11.11 Governing Law . . . . . . . . . . . . . . . . . . . .63
11.12 Severability. . . . . . . . . . . . . . . . . . . . .63
11.13 Tax Forms . . . . . . . . . . . . . . . . . . . . . .63
11.14 Conflicts Between This Agreement and the Other Loan
Documents. . . . . . . . . . . . . . . . . . . . . . .64
11.15 Limitation on Charges; Substitute Lenders;
Non-Discrimination . . . . . . . . . . . . . . . . . .64
11.16 Confidentiality . . . . . . . . . . . . . . . . . . .64

EXHIBITS
A -- Request for Extension of Credit
B -- Rate Designation Notice
C -- Note
D -- Assignment and Acceptance
E -- Compliance Certificate
F -- Subsidiaries
G -- Existing Affiliates
H -- Existing Investments
I -- Existing Indebtedness and Liens

LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is made and entered into
as of October 23, 1998 (the "Effective Date"), by and among
OCEANEERING INTERNATIONAL, INC., a Delaware corporation
(together with its permitted successors and assigns, herein
called the "Borrower"); each of the lenders which is or may from
time to time become a party hereto (individually, a "Lender"
and, collectively, the "Lenders"); CITICORP USA, INC., as
Documentation Agent, ▇▇▇▇▇ FARGO BANK (TEXAS), N. A., as
Syndication Agent, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
("Chase Texas"), a national banking association, as
Administrative Agent, Lead Arranger and Book Manager (in such
capacity, together with its successors in such capacity, the
"Agent").

The parties hereto agree as follows:

1. Definitions.

1.1 Certain Defined Terms.

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

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

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

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

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

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

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

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

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

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

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

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

Ceiling Rate means, on any day, with respect to any Lender,
the maximum nonusurious rate of interest, if any, permitted for
that day under the law then applicable to such Lender, stated as
a rate per annum. On each day, if any, that Chapter 1D
establishes the Ceiling Rate for any Lender, the Ceiling Rate
for such Lender shall be the "weekly ceiling" (as defined in
Section303 of the Texas Finance Code) for that day. Agent may
from time to time, as to current and future balances, implement
any other ceiling under the Texas Finance Code or Chapter 1D by
notice to Borrower, if and to the extent applicable to any
Lender and permitted by the Texas Finance Code or Chapter 1D.
Without notice to Borrower or any other person or entity, the
Ceiling Rate shall automatically fluctuate upward and downward
as and in the amount by which such maximum nonusurious rate of
interest permitted by applicable law fluctuates.
Notwithstanding any choice of law set forth herein or in any
other Loan Document, to the maximum extent permitted under
applicable laws, any Lender may elect to have the usury laws of
another jurisdiction apply to the Note and the Loans held by
such Lender.

Change of Control shall be deemed to have occurred if any
person (as such term is used in Section 13(d) and Section
14(d)(2) of the Exchange Act as in effect on the date of the
Closing) or related persons constituting a group (as such term
is used in Rule 13d-5 under the Exchange Act), other than an
Affiliate described on Exhibit G,

(i) become the "beneficial owners" (as
such term is used in Rule 13d-3 under the Exchange Act
as in effect on the date hereof), directly or
indirectly, of more than 50% of the total voting power
of all classes then outstanding of Borrower's Voting
Stock, or

(ii) acquire after the date hereof (x) the
power to elect, appoint or cause the election or
appointment of at least a majority of the members of
the board of directors of Borrower, through beneficial
ownership of the capital stock of Borrower or
otherwise, or (y) all or substantially all of the
properties and assets of Borrower.

Chapter 1D means Chapter 1D of Title 79, Texas Rev. Civ.
Stats. 1925, as amended.

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

Commitment means, as to any Lender, the obligation, if any,
of such Lender to make Loans in an aggregate principal amount at
any one time outstanding up to (but not exceeding) the amount,
if any, set forth opposite such Lender's name on the signature
pages hereof under the caption "Commitment", or otherwise
provided for in an Assignment and Acceptance Agreement (as the
same may be reduced from time to time pursuant to Section 2.2
hereof).

Commitment Fee Percentage means (i) on any day prior to
October 1, 1998, 0.20% and (ii) on and after October 1, 1998,
the applicable per annum percentage set forth at the appropriate
intersection in the table shown below, based on the Debt to
Capitalization Ratio as of the last day of the most recently
ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports
required under this Agreement with respect to such fiscal
quarter (including a Compliance Certificate) (provided, however,
that if the Commitment Fee Percentage is increased as a result
of the reported Debt to Capitalization Ratio, such increase
shall be retroactive to the date that Borrower was obligated to
deliver such financial reports to Agent pursuant to the terms of
this Agreement and provided further, however, that if the
Commitment Fee Percentage is decreased as a result of the
reported Debt to Capitalization Ratio, and such financial
reports are delivered to Agent not more than ten (10) calendar
days after the date required to be delivered pursuant to the
terms of this Agreement, such decrease shall be retroactive to
the date that Borrower was obligated to deliver such financial
reports to Agent pursuant to the terms of this Agreement):

Debt to Commitment
Capitalization Ratio Fee Percentage

Greater than or equal to 47.5% 0.25

Greater than or equal to 40%
but less than 47.5% 0.225

Less than 40% 0.20

Commitment Percentage means, as to any Lender, the
percentage equivalent of a fraction the numerator of which is
the amount of such Lender's Commitment (or if the Commitments
have terminated, such Lender's outstanding Loans) and the
denominator of which is the aggregate amount of the Commitments
of all Lenders (or if the Commitments have terminated, the
aggregate amount of all outstanding Loans).

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

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

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

Consolidated EBITDA Available for Fixed Charges for any
period means the sum of (a) Consolidated EBITDA during such
period plus (to the extent not included in determining
Consolidated EBITDA) (b) one-third of all Rentals (other than
Rentals on Capitalized Leases) payable during such period by
Borrower and its Restricted Subsidiaries pursuant to Long-Term
Leases.

Consolidated Fixed Charges for any period means on a
consolidated basis the sum of (a) one-third of all Rentals
(other than Rentals on Capitalized Leases) payable during such
period by Borrower and its Restricted Subsidiaries pursuant to
Long-Term Leases, and (b) Consolidated Interest Expense payable
during such period.

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

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

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

(a) the proceeds of any life insurance policy;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Distribution in respect of Borrower and its Restricted
Subsidiaries means:

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

(b) redemption, acquisition or retirement of any
shares of its capital stock or warrants, rights or other
options to purchase any shares of its capital stock (other
than the redemption, acquisition or retirement by Borrower
or any of its Restricted Subsidiaries of any shares of
capital stock of a Restricted Subsidiary of Borrower).

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

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

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

Environmental Permit means any permit, license, approval or
other authorization under any applicable Legal Requirement
relating to pollution or protection of health or the
environment, including laws, regulations or other requirements
relating to emissions, discharges, releases or threatened
releases of pollutants, contaminants or hazardous substances or
toxic materials or wastes into ambient air, surface water,
ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants or Hazardous
Substances.

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

Eurodollar Rate means for any day during an Interest Period for
a LIBOR Borrowing a rate per annum equal to the lesser of (a)
the sum of (1) the Adjusted LIBOR in effect on the first day of
such Interest Period plus (2) the then applicable Margin
Percentage from time to time in effect and (b) the Ceiling Rate.
Each Eurodollar Rate is subject to adjustments as provided for
in Sections 3.3(c) and 11.15 hereof.

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

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

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

Fixed Charge Coverage Ratio means, as of the end of any
fiscal quarter, the ratio, expressed as a percentage, of (a) the
sum of Consolidated EBITDA Available for Fixed Charges for the
four quarter period preceding such day to (b) Consolidated Fixed
Charges for such four quarter period.

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

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

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

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

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

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

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

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

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

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

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

(a) its liabilities for borrowed money;

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

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

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

(f) Swaps of such Person; and

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

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

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

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

Interest Payment Dates means (a) for Base Rate Borrowings,
September 30, 1998 and the last day of each March, June,
September and December thereafter prior to the Maturity Date,
and the Maturity Date; and (b) for LIBOR Borrowings, the end of
the applicable Interest Period (and if such Interest Period
exceeds three months' duration, quarterly, commencing on the
first quarterly anniversary of the first day of such Interest
Period) and the Maturity Date.

Interest Period means, for each LIBOR Borrowing, a period
commencing on the date such LIBOR Borrowing began and ending on
the numerically corresponding day which is, subject to
availability as set forth in Section 3.3(c)(iii), 1, 2, 3 or 6
months thereafter, as Borrower shall elect in accordance
herewith; provided, (1) unless Agent shall otherwise consent, no
Interest Period with respect to a LIBOR Borrowing shall commence
on a date earlier than three (3) Business Days after this
Agreement shall have been fully executed; (2) any Interest
Period with respect to a LIBOR Borrowing which would otherwise
end on a day which is not a LIBOR Business Day shall be extended
to the next succeeding LIBOR Business Day, unless such LIBOR
Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding LIBOR Business
Day; (3) any Interest Period with respect to a LIBOR Borrowing
which begins on the last LIBOR Business Day of a calendar month
(or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall
end on the last LIBOR Business Day of the appropriate calendar
month, and (4) no Interest Period for a Loan shall ever extend
beyond the Maturity Date.

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

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

LIBOR means, for each Interest Period for any LIBOR Borrowing,
the rate per annum (rounded upwards, if necessary, to the
nearest 1/16th of 1%) equal to the average of the offered
quotations appearing on Telerate Page 3750 (or if such Telerate
Page shall not be available, any successor or similar service as
may be selected by Agent and Borrower) as of 11:00 a.m.,
Houston, Texas time (or as soon thereafter as practicable) on
the day two LIBOR Business Days prior to the first day of such
Interest Period for deposits in United States dollars having a
term comparable to such Interest Period and in an amount
comparable to the principal amount of the LIBOR Borrowing to
which such Interest Period relates. If none of such Telerate
Page 3750 nor any successor or similar service is available,
then "LIBOR" shall mean, with respect to any Interest Period for
any applicable LIBOR Borrowing, the rate of interest per annum,
rounded upwards, if necessary, to the nearest 1/16th of 1%,
quoted by Agent at or before 11:00 a.m., Houston, Texas time (or
as soon thereafter as practicable), on the date two LIBOR
Business Days before the first day of such Interest Period, to
be the arithmetic average of the prevailing rates per annum at
the time of determination and in accordance with the then
existing practice in the applicable market, for the offering to
Agent by one or more prime banks selected by Agent in its sole
discretion, in the London interbank market, of deposits in
United States dollars for delivery on the first day of such
Interest Period and having a maturity equal to the length of
such Interest Period and in an amount equal (or as nearly equal
as may be) to the LIBOR Borrowing to which such Interest Period
relates. Each determination by Agent of LIBOR shall be prima
facie evidence of the correctness thereof, and may be computed
using any reasonable averaging and attribution method.

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

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

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

Loans means the loans provided for in Section 2.1 hereof.

Loan Documents means, collectively, this Agreement, the Notes,
all instruments and agreements now or hereafter executed or
delivered by Borrower to Agent or any Lender pursuant to any of
the foregoing or in connection with the Obligations or any
commitment regarding the Obligations, and all amendments,
modifications, renewals, extensions, increases and
rearrangements of, and substitutions for, any of the foregoing.

Long-Term Lease means any lease of real or personal
property (other than a Capitalized Lease) having an original
term, including any period for which the lease may be renewed or
extended at the option of the lessor, of more than one year.

Majority Lenders means, at any time while no Loans are
outstanding, Lenders having greater than 60% of the aggregate
amount of Commitments, and at any time while Loans are
outstanding, Lenders having greater than 60% of the aggregate
amount of Loans outstanding plus available Commitments
outstanding.

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

Margin Percentage means (i) on any day prior to October 1,
1998, 0.00% with respect to Base Rate Borrowings and 0.50% with
respect to LIBOR Borrowings and (ii) on and after October 1,
1998, the applicable per annum percentage set forth at the
appropriate intersection in the table shown below, based on the
Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as
soon as practicable after receipt by Agent of all financial
reports required under this Agreement with respect to such
fiscal quarter (including a Compliance Certificate) (provided,
however, that if the Margin Percentage is increased as a result
of the reported Debt to Capitalization Ratio, such increase
shall be retroactive to the date that Borrower was obligated to
deliver such financial reports to Agent pursuant to the terms of
this Agreement and provided further, however, that if the Margin
Percentage is decreased as a result of the reported Debt to
Capitalization Ratio, and such financial reports are delivered
to Agent not more than ten (10) calendar days after the date
required to be delivered pursuant to the terms of this
Agreement, such decrease shall be retroactive to the date that
Borrower was obligated to deliver such financial reports to
Agent pursuant to the terms of this Agreement):

Debt to LIBOR Borrowings Base Rate Borrowings
Capitalization Ratio Margin Percentage Margin Percentage

Greater than or equal to 50% 1.00 0.00

Greater than or equal to 47.5%
but less than 50% 0.875 0.00

Greater than or equal to 45%
but less than 47.5% 0.75 0.00

Greater than or equal to 40%
but less than 45% 0.625 0.00

Less than 40% 0.50 0.00

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

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

Maturity Date means the maturity of the Notes, October 31,
2003.

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

Notes shall have the meaning assigned to such term in
Section 2.5 hereof.

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

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

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

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

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

Plan means an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and is either (a)
maintained by Borrower or any member of the Controlled Group for
employees of Borrower or any member of the Controlled Group or
(b) maintained pursuant to a collective bargaining agreement or
any other arrangement under which more than one employer makes
contributions and to which Borrower or any member of the
Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years
made contributions.

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

Prime Rate means, on any day, the prime rate for that day
as determined from time to time by Chase Texas. The Prime Rate
is a reference rate and does not necessarily represent the
lowest or best rate or a favored rate, and Chase Texas, Agent
and each Lender disclaims any statement, representation or
warranty to the contrary. Chase Texas, Agent or any Lender may
make commercial loans or other loans at rates of interest at,
above or below the Prime Rate.

Principal Office means the principal office of Agent,
presently located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇.

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

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

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

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

Quarterly Financial Statements means the quarterly
financial statements of Borrower and its subsidiaries, which
statements shall include a balance sheet as of the end of such
fiscal quarter and an income statement and a statement of cash
flows for such fiscal quarter and for the fiscal year to date,
subject to normal year-end adjustments, all setting forth in
comparative form the corresponding figures as of the end of and
for the corresponding fiscal quarter of the preceding year,
prepared in accordance with GAAP in all material respects except
that such statements are condensed and exclude detailed footnote
disclosures and attested by the chief financial officer or other
authorized officer of Borrower as fairly presenting, in all
material respects, the consolidated financial condition of the
applicable Persons as of such date. As long as Borrower files a
quarterly report on Form 10-Q with the Securities and Exchange
Commission, such report and related financial statements,
including notes thereto, shall be considered the "Quarterly
Financial Statements".

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

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

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

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

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

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

Request for Extension of Credit means a request for
extension of credit duly executed by any responsible officer,
which may include the president, the chief executive officer,
the chief financial officer, any vice president or the treasurer
of Borrower or any other officer of Borrower with responsibility
for the administration of this Agreement, appropriately
completed and substantially in the form of Exhibit A attached
hereto.

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

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

Restricted Investments means all Investments, other than:

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

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

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

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

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

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

(g) Investments in certificates of deposit and time
deposits maturing within one year from the date of issuance
thereof, issues by a bank or trust company organized under
the laws of the United States or any State thereof, having
either (i) capital, surplus and undivided profits
aggregating at least $100,000,000 or (ii) total assets of
$1,000,000,000;

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

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

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

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

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

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

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

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

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

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

Subsidiary Stock is defined in Section 8.5(c).

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

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

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

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

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

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

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

2. Commitments and Loans.

2.1 Loans. From time to time on or after the Effective Date
and prior to the Maturity Date, each Lender shall make loans
under this Section 2.1 to Borrower in an aggregate principal
amount at any one time outstanding up to but not exceeding such
Lender's Commitment Percentage of $80,000,000. Subject to the
conditions in this Agreement, any such Loan repaid prior to the
Maturity Date may be reborrowed pursuant to the terms of this
Agreement. Borrower, Agent and the Lenders agree pursuant to
Chapter 346 ("Chapter 346") of the Texas Finance Code, that
Chapter 346 (which relates to open-end line of credit revolving
loan accounts) shall not apply to this Agreement, the Notes or
any Obligation and that neither the Notes nor any Obligation
shall be governed by Chapter 346 or subject to its provisions in
any manner whatsoever. The aggregate of all Loans to be made by
the Lenders in connection with a particular borrowing shall be
equal to the lesser of (a) the remaining unused portion of the
Commitments or (b) a multiple of $100,000.

2.2 Terminations or Reductions of Commitments.

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

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

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

2.3 Commitment Fees.

(a) Borrower shall pay to Agent for the account of each
Lender revolving loan commitment fees at a rate per annum equal
to the Commitment Fee Percentage. Such revolving loan
commitment fees shall be computed (on the basis of the actual
number of days elapsed in a year composed of 365 or 366 days, as
the case may be) on each day and shall be based on the excess of
(x) the aggregate amount of each Lender's Commitment for such
day over (y) the aggregate unpaid principal balance of such
Lender's Note on such day. Accrued revolving loan commitment
fees shall be payable in arrears on the Quarterly Dates prior to
the Maturity Date and on the Maturity Date.

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

2.4 Several Obligations. The failure of any Lender to make any
Loan to be made by it on the date specified therefor shall not
relieve any other Lender of its obligation to make its Loan on
such date, but neither Agent nor any Lender shall be responsible
or liable for the failure of any other Lender to make a Loan to
be made by such other Lender. Notwithstanding anything
contained herein to the contrary, (a) no Lender shall be
required to make or maintain Loans at any time outstanding if as
a result the total Obligations owed to such Lender shall exceed
the lesser of (1) such Lender's Commitment Percentage of all
Obligations and (2) such Lender's Commitment Percentage of
$80,000,000 and (b) if a Lender fails to make a Loan as and when
required hereunder, then upon each subsequent event which would
otherwise result in funds being paid to the defaulting Lender,
the amount which would have been paid to the defaulting Lender
shall be divided among the non-defaulting Lenders ratably
according to their respective shares of the outstanding
Commitment Percentages until the Obligations of each Lender
(including the defaulting Lender) are equal to such Lender's
Commitment Percentage of the total Obligations.

2.5 Notes. The Loans made by each Lender shall be evidenced by
a single promissory note of Borrower in substantially the form
of Exhibit C hereto payable to the order of such Lender in a
principal amount equal to the Commitment of such Lender, and
otherwise duly completed. The promissory notes described in
this Section are each, together with all renewals, extensions,
modifications and replacements thereof and substitutions
therefor, called a "Note" and collectively called the "Notes".
Each Lender is hereby authorized by Borrower to endorse on the
schedule (or a continuation thereof) that may be attached to
each Note of such Lender, to the extent applicable, the date,
amount, type of and the applicable period of interest for each
Loan made by such Lender to Borrower hereunder, and the amount
of each payment or prepayment of principal of such Loan received
by such Lender, provided that any failure by such Lender to make
any such endorsement shall not affect the obligations of
Borrower under such Note or hereunder in respect of such Loan.

2.6 Use of Proceeds. The proceeds of the Loans shall be used
for working capital and general corporate purposes. Neither
Agent nor any Lender shall have any responsibility as to the use
of any proceeds of the Loans.

3. Borrowings, Payments, Prepayments and Interest Options.

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

3.2 Payments; Prepayments.

(a) Optional Prepayments. Except as provided in Section 3.3
hereof, Borrower shall have the right to prepay, on any Business
Day, in whole or in part, without the payment of any premium,
penalty or fee, any Loans at any time or from time to time,
provided that Borrower shall give Agent notice of each such
prepayment as provided in Section 4.3 hereof. Each optional
prepayment on a Loan shall be in an amount equal to a minimum of
$500,000 plus integral multiples of $100,000.

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

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

3.3 Interest Options

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

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

(i) Borrower shall give Agent telephonic notice, promptly
confirmed by a Rate Designation Notice (and Agent
shall promptly inform each Lender thereof). Each such
telephonic and written notice shall specify the amount
of the Loan which is the subject of the designation,
if any; the amount of borrowings into which such
borrowings are to be converted or for which an
Interest Option is designated; the proposed date for
the designation or conversion and the Interest Period
or Periods, if any, selected by Borrower. Such
telephonic notice shall be irrevocable and shall be
given to Agent no later than the applicable Rate
Designation Date.

(ii) No more than eight (8) LIBOR Borrowings shall be
in effect at any time.

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

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

(v) Each request for a LIBOR Borrowing shall be in the
amount equal to $500,000 or an integral multiple of
$100,000 in excess thereof.

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

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

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

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

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

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

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

and the result of any of the foregoing is to increase the cost
to any Lender of agreeing to make or of making, renewing or
maintaining such LIBOR Borrowing, or reduce the amount of
principal or interest received by any Lender, then, within 15
Business Days after demand by Agent (accompanied by a statement
setting forth in reasonable detail the applicable Lender's basis
therefor), Borrower shall pay to Agent additional amounts which
shall compensate each Lender for such increased cost or reduced
amount. The determination by any Lender of the amount of any
such increased cost, increased reserve requirement or reduced
amount shall be prima facie evidence of the correctness thereof.
Borrower shall have the right, if it receives from Agent any
notice referred to in this paragraph, upon three Business Days'
notice to Agent (which shall notify each affected Lender),
either (i) to repay in full (but not in part) any borrowing with
respect to which such notice was given, together with any
accrued interest thereon, or (ii) to convert the LIBOR Borrowing
which is the subject of the notice to a Base Rate Borrowing;
provided, that any such repayment or conversion shall be
accompanied by payment of (x) the amount required to compensate
each Lender for the increased cost or reduced amount referred to
in the preceding paragraph; (y) all accrued and unpaid interest
to date on the amount so repaid or converted, and (z) any
Funding Loss which any Lender may incur as a result of such
repayment or conversion. Each Lender will notify Borrower
through Agent of any event occurring after the date of this
Agreement which will entitle such Lender to compensation
pursuant to this Section as promptly as practicable after it
obtains knowledge thereof and determines to request such
compensation, and (if so requested by Borrower through Agent)
will designate a different lending office of such Lender for the
applicable LIBOR Borrowing or will take such other action as
Borrower may reasonably request if such designation or action is
consistent with the internal policy of such Lender and legal and
regulatory restrictions, will avoid the need for, or reduce the
amount of, such compensation and will not, in the sole opinion
of such Lender, be disadvantageous to such Lender (provided that
such Lender shall have no obligation so to designate a different
lending office which is located in the United States of America).

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

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

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

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

then Agent shall give Borrower notice thereof and thereupon, (A)
any Rate Designation Notice previously given by Borrower
designating the applicable LIBOR Borrowing which has not
commenced as of the date of such notice from Agent shall be
deemed for all purposes hereof to be of no force and effect, as
if never given, and (B) until Agent shall notify Borrower that
the circumstances giving rise to such notice from Agent no
longer exist, each Rate Designation Notice requesting the
applicable Eurodollar Rate shall be deemed a request for a Base
Rate Borrowing, and any applicable LIBOR Borrowing then
outstanding shall be converted, without any notice to or from
Borrower, upon the termination of the Interest Period then in
effect with respect to it, to a Base Rate Borrowing.

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

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

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

4. Payments; Pro Rata Treatment; Computations, Etc.

4.1 Payments.

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

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

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

(d) All payments by Borrower hereunder or under any other Loan
Document shall be made free and clear of and without deduction
for or on account of any present or future income, stamp, or
other taxes, fees, duties, withholding or other charges of any
nature whatsoever imposed by any taxing authority excluding in
the case of Agent and each Lender taxes imposed on or measured
by its net income or franchise taxes imposed by the jurisdiction
in which it is organized or through which it acts for purposes
of this Agreement (such non-excluded items being hereinafter
referred to as "Taxes"). If as a result of any change in law
(or the interpretation thereof) after the date that Agent or the
applicable Lender became a party to this Agreement, any
withholding or deduction from any payment to be made to, or for
the account of, such Person by Borrower hereunder or under any
other Loan Document is required in respect of any Taxes pursuant
to any applicable law, rule, or regulation, then Borrower will
(i) pay to the relevant authority the full amount required to be
so withheld or deducted; (ii) to the extent available, promptly
forward to Agent an official receipt or other documentation
reasonably satisfactory to Agent evidencing such payment to such
authority; and (iii) pay to Agent, for the account of each
affected Person, such additional amount or amounts as are
necessary to ensure that the net amount actually received by
such Lender will equal the full amount such Person would have
received had no such withholding or deduction been required.
Each such Person shall determine such additional amount or
amounts payable to it (which determination shall be prima facie
evidence of the correctness thereof). If Agent or any Lender
becomes aware that any such withholding or deduction from any
payment to be made by Borrower hereunder or under any other Loan
Document is required, then such Person shall promptly notify
Agent and Borrower thereof stating the reasons therefor and the
additional amount required to be paid under this Section. Each
Lender shall execute and deliver to Agent and Borrower such
forms as it may be required to execute and deliver pursuant to
Section 11.13 hereof. To the extent that any such withholding
or deduction results from the failure of a Lender to provide a
form required by Section 11.13 hereof (unless such failure is
due to some prohibition under applicable Legal Requirements),
Borrower shall have no obligation to pay the additional amount
required by clause (iii) above. Anything in this Section
notwithstanding, if any Lender elects to require payment by
Borrower of any material amount under this Section, Borrower
may, within 60 days after the date of receiving notice thereof
and so long as no Default shall have occurred and be continuing,
elect to terminate such Lender as a party to this Agreement;
provided that, concurrently with such termination Borrower shall
(i) if Agent and each of the other Lenders shall consent, pay
that Lender all principal, interest and fees and other amounts
owed to such Lender through such date of termination or (ii)
have arranged for another financial institution approved by
Agent (such approval not to be unreasonably withheld or delayed)
as of such date, to become a substitute Lender for all purposes
under this Agreement in the manner provided in Section 11.6;
provided further that, prior to substitution for any Lender,
Borrower shall have given written notice to Agent of such
intention and the Lenders shall have the option, but no
obligation, for a period of 60 days after receipt of such
notice, to increase their Commitments in order to replace the
affected Lender in lieu of such substitution.

4.2 Pro Rata Treatment. Except to the extent otherwise
provided herein: (a) each borrowing from the Lenders under
Section 2.1 hereof shall be made ratably from the Lenders in
accordance with their respective Commitments; (b) each payment
of revolving loan commitment fees shall be made for the account
of the Lenders, and each termination or reduction of the
Commitments of the Lenders under Section 2.2 hereof shall be
applied, pro rata, according to the Lenders' respective
Commitments, and (c) each payment by Borrower of principal of or
interest on the Loans shall be made to Agent for the account of
the Lenders pro rata in accordance with the respective unpaid
principal amounts of such Loans held by the Lenders.

4.3 Certain Actions, Notices, Etc. Notices to Agent of any
termination or reduction of Commitments and of borrowings and
optional prepayments of Loans shall be irrevocable and shall be
effective only if received by Agent not later than 11:00 a.m.
Houston time on the number of Business Days prior to the date of
the relevant termination, reduction, borrowing and/or prepayment
specified below:

Number of Business Days
Prior Notice

Termination or Reduction of
Commitments 3

Loan repayment 1

Borrowing at the Base Rate same day

Selection of a Eurodollar Rate 3 LIBOR
Business Days

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

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

4.5 Sharing of Payments, Etc. If a Lender shall obtain payment
of any principal of or interest on any Loan made by it under
this Agreement or on any other Obligation then due to such
Lender hereunder, through the exercise of any right of set-off
(including, without limitation, any right of setoff or Lien
granted under Section 9.2 hereof), banker's lien, counterclaim
or similar right or otherwise, it shall promptly purchase from
the other Lenders participations in the Loans made, or other
Obligations held, by the other Lenders in such amounts, and make
such other adjustments from time to time as shall be equitable
to the end that all the Lenders shall share the benefit of such
payment (net of any expenses which may be incurred by such
Lender in obtaining or preserving such benefit) pro rata in
accordance with the unpaid Obligations then due to each of them;
provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender,
such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price
to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i)
the amount of such Lender's required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. To such end all the
Lenders shall make appropriate adjustments among themselves (by
the resale of participations sold or otherwise) if such payment
is rescinded or must otherwise be restored. Borrower agrees, to
the fullest extent it may effectively do so under applicable
law, that any Lender so purchasing a participation in the Loans
made, or other Obligations held, by other Lenders may exercise
all rights of set-off, bankers' lien, counterclaim or similar
rights with respect to such participation as fully as if such
Lender were a direct holder of Loans or other Obligations in the
amount of such participation. Nothing contained herein shall
require any Lender to exercise any such right or shall affect
the right of any Lender to exercise, and retain the benefits of
exercising, any such right with respect to any other
indebtedness or obligation of Borrower.

5. Conditions Precedent.

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

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

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

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

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

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

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

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

5.2 All Loans. The obligation of each Lender to make any Loan
to be made by it hereunder is subject to: (a) the accuracy, in
all material respects, on the date of such Loan of all
representations and warranties of Borrower contained in this
Agreement and the other Loan Documents, except to the extent
expressly limited to an earlier date; (b) Agent shall have
received the following, all of which shall be duly executed and
in Proper Form: (1) a Request for Extension of Credit as to the
Loan no later than 10:00 a.m. Houston time on the Business Day
on which such Request for Extension of Credit must be given
under Section 4.3 hereof and (2) such other documents as Agent
may reasonably require; (c) prior to the making of such Loan,
there shall have occurred no event which could reasonably be
expected to have a Material Adverse Effect; (d) no Default or
Event of Default shall have occurred and be continuing, and (e)
the making of such Loan shall not be illegal or prohibited by
any Legal Requirement. The submission by Borrower of a Request
for Extension of Credit shall be deemed to be a representation
and warranty that the conditions precedent to the applicable
Loan have been satisfied.

6. Representations and Warranties.

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

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

6.2 Financial Statements. Borrower has furnished to Agent (i)
audited financial statements (including a balance sheet) as to
Borrower which fairly present in all material respects, in
accordance with GAAP, the consolidated financial condition and
the results of operations of Borrower and its Subsidiaries as of
the end of the fiscal year ended March 31, 1998 and (ii)
unaudited financial statements (including a balance sheet) as to
Borrower which fairly present in all material respects, in
accordance with GAAP (subject to year-end adjustments and the
absence of notes), the consolidated financial condition and the
results of operations of Borrower and its Subsidiaries as of the
end of the fiscal quarter ended June 30, 1998. No events,
conditions or circumstances have occurred from the date that the
financial statements were delivered to Agent through the
Effective Date which would cause said financial statements to be
misleading in any material respect. There are no material
instruments or liabilities which should be reflected in such
financial statements provided to Agent which are not so
reflected that are necessary in order for such financial
statement presentation to conform to GAAP. Since March 31,
1998, no event has occurred and no circumstance has arisen which
could reasonably be expected to cause a Material Adverse Effect.

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

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

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

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

6.7 Regulations U and X. None of the proceeds of any Loan will
be used for the purpose of purchasing or carrying directly or
indirectly any margin stock or for any other purpose would
constitute this transaction a "purpose credit" within the
meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System, as any of them may be amended from time
to time.

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

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

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

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

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

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

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

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

7. Affirmative Covenants.

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

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

7.2 Financial Statements and Information. Furnish to Agent and
each Lender each of the following: (a) as soon as available and
in any event within 105 days after the end of each applicable
fiscal year, beginning with the fiscal year ending on March 31,
1999, Annual Financial Statements, together with a
Borrower-prepared reconciliation of such Annual Financial
Statements with annual financial statements of Borrower and its
Restricted Subsidiaries (attested by Borrower as true and
correct in all material respects); (b) as soon as available and
in any event within 60 days after the end of each fiscal quarter
of each applicable fiscal year, Quarterly Financial Statements,
together with a Borrower-prepared reconciliation of such
Quarterly Financial Statements with quarterly financial
statements of Borrower and its Restricted Subsidiaries (attested
by Borrower as true and correct in all material respects); (c)
concurrently with the financial statements provided for in
Subsections 7.2(a) and (b) hereof, such schedules, computations
and other information, in reasonable detail, as may be
reasonably required by Agent to demonstrate compliance with the
covenants set forth herein or reflecting any non-compliance
therewith as of the applicable date, all attested by a duly
authorized officer of Borrower as true and correct in all
material respects to the best knowledge of such officer and,
commencing with the quarterly financial statement prepared as of
September 30, 1998, a compliance certificate ("Compliance
Certificate") substantially in the form of Exhibit E hereto,
duly executed by such authorized officer; (d) promptly upon
their becoming publicly available, each financial statement,
report, notice or definitive proxy statements sent by Borrower
to shareholders generally and each regular or periodic report
and each registration statement, prospectus or written
communication (other than transmittal letters and other than
registrations on Form S-8 under the Securities Act,
registrations of equity securities pursuant to Rule 415 under
the Securities Act which do not involve an underwritten public
offering and reports on Form 11-K or pursuant to Section 16(a)
under the Exchange Act) in respect thereof filed by Borrower
with, or received by Borrower in connection therewith from, any
securities exchange or the Securities and Exchange Commission or
any successor agency, and (e) such other information relating to
the condition (financial or otherwise), operations, prospects or
business of Borrower or any of its Restricted Subsidiaries as
from time to time may be reasonably requested by Agent. Each
delivery of a financial statement pursuant to this Section 7.2
shall constitute a restatement of the representations contained
in the last two sentences of Section 6.2.

7.3 Financial Tests. Have and maintain:

(a) Consolidated Adjusted Net Worth - Consolidated
Adjusted Net Worth of not less than the sum of (1)
$125,000,000 plus (2) 50% of the net proceeds realized from
the issuance of any equity securities by Borrower during
that period plus (3) 50% of Consolidated Net Income
computed on a cumulative basis for each of the elapsed
fiscal quarters ending after March 31, 1998; provided that
notwithstanding that Consolidated Net Income for any such
elapsed fiscal quarter may be a deficit figure, no
reduction as a result thereof shall be made in the sum to
be maintained pursuant hereto.

(b) Debt to Capitalization Ratio - a Debt to
Capitalization Ratio of not greater than 55% at all times.

(d) Interest Coverage Ratio - an Interest Coverage
Ratio of not less than 2.50 to 1.00 at all times.

(e) Debt to Consolidated Net Worth Ratio - the ratio
of (i) the sum of, determined on a consolidated basis in
accordance with GAAP, (A) the aggregate amount of all
Indebtedness of Borrower secured by Liens within the
limitations of clauses (f) through (m) of Section 8.3 plus
(B) the aggregate amount of all Indebtedness of Restricted
Subsidiaries of Borrower (other than Indebtedness permitted
pursuant to Section 8.1(a)(ii)) plus (C) the aggregate
liquidation value of all Preferred Stock of Restricted
Subsidiaries of Borrower (other than Preferred Stock
permitted pursuant to Section 8.1(a)(ii)) to (ii)
Consolidated Adjusted Net Worth not to exceed 0.30 to 1.00.

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

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

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

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

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

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

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

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

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

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

7.10 ERISA Information and Compliance. Promptly furnish to
Agent (i) immediately upon receipt, a copy of any notice of
complete or partial withdrawal liability under Title IV of ERISA
and any notice from the PBGC under Title IV of ERISA of an
intent to terminate or appoint a trustee to administer any Plan,
(ii) if requested by Agent, promptly after the filing thereof
with the United States Secretary of Labor or the PBGC or the
Internal Revenue Service, copies of each annual and other report
with respect to each Plan or any trust created thereunder, (iii)
immediately upon becoming aware of the occurrence of any
"reportable event," as such term is defined in Section 4043 of
ERISA, for which the disclosure requirements of Regulation
Section 2615.3 promulgated by the PBGC have not been waived, or
of any "prohibited transaction," as such term is defined in
Section 4975 of the Code, in connection with any Plan or any
trust created thereunder, a written notice signed by an
authorized officer of Borrower or the applicable member of the
Controlled Group specifying the nature thereof, what action
Borrower or the applicable member of the Controlled Group is
taking or proposes to take with respect thereto, and, when
known, any action taken by the PBGC, the Internal Revenue
Service or the Department of Labor with respect thereto, (iv)
promptly after the filing or receiving thereof by Borrower or
any member of the Controlled Group of any notice of the
institution of any proceedings or other actions which may result
in the termination of any Plan, and (v) each request for waiver
of the funding standards or extension of the amortization
periods required by Sections 303 and 304 of ERISA or Section 412
of the Code promptly after the request is submitted by Borrower
or any member of the Controlled Group to the Secretary of the
Treasury, the Department of Labor or the Internal Revenue
Service, as the case may be. To the extent required under
applicable statutory funding requirements, Borrower will fund,
or will cause the applicable member of the Controlled Group to
fund, all current service pension liabilities as they are
incurred under the provisions of all Plans from time to time in
effect, and comply with all applicable provisions of ERISA, in
each case, except to the extent that failure to do the same
could not reasonably be expected to have a Material Adverse
Effect. Borrower covenants that it shall and shall cause each
member of the Controlled Group to (1) make contributions to each
Plan in a timely manner and in an amount sufficient to comply
with the contribution obligations under such Plan and the
minimum funding standards requirements of ERISA; (2) prepare and
file in a timely manner all notices and reports required under
the terms of ERISA including but not limited to annual reports;
and (3) pay in a timely manner all required PBGC premiums, in
each case, except to the extent that failure to do the same
could not reasonably be expected to have a Material Adverse Effect.

7.11 Year 2000. Any reprogramming required to permit the
proper functioning, in and following the year 2000, of (i)
Borrower's and any of its Restricted Subsidiaries' computer
systems and (ii) equipment containing embedded microchips
(including systems and equipment supplied by others or with
which Borrower's and any of its Restricted Subsidiaries' systems
interface) and the testing of all such systems and equipment
will be completed by January 1, 1999, except to the extent such
failure is not reasonably expected to result in a Material
Adverse Effect. The cost to Borrower and its Restricted
Subsidiaries of such reprogramming and testing and of reasonably
foreseeable consequences of year 2000 to Borrower and its
Restricted Subsidiaries (including, without limitation,
reprogramming errors and failure of others' systems or
equipment) will not result in an Event of Default or a Material
Adverse Effect. Except for such of the reprogramming referred
to in the preceding sentence as may be necessary, the computer
and management systems of Borrower and its Restricted
Subsidiaries are and, with ordinary course upgrading and
maintenance, will continue for the term of this Agreement to be,
sufficient to permit Borrower and its Restricted Subsidiaries to
conduct their business without Material Adverse Effect.

8. Negative Covenants.

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

8.1 Limitations on Indebtedness and Preferred Stock of
Restricted Subsidiaries.

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

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

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

(iii) additional Indebtedness or Preferred Stock
of a Restricted Subsidiary of Borrower created, issued,
assumed, guaranteed or incurred within the limitations
provided in Sections 7.3(e) and 8.2(b) hereof.

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

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

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

(i) no Default, including, without limitation, a
Default under Section 7.3(e), or Event of Default
would exist;

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

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

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

(i) no Default, including, without limitation, a
Default under Section 7.3(e), or Event of Default
would exist; and

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

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

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

(b) Liens of or resulting from any judgment or award,
the time for the appeal or petition for rehearing of which
shall not have expired, or in respect of which Borrower or
a Restricted Subsidiary of Borrower shall at any time in
good faith be prosecuting an appeal or proceeding for a
review and in respect of which a stay of execution pending
such appeal or proceeding for review shall have been secured;

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

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

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

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

(g) Liens on the capital stock, partnership or other
equity interests held, directly or indirectly, by Borrower
or any of its Restricted Subsidiaries in a joint venture,
provided that the proceeds of Indebtedness of Borrower or
such Restricted Subsidiary secured by such Liens are in
their entirety contributed or advanced to such joint
venture; provided, further, that (i) at the time of the
creation, issuance, assumption, guarantee or incurrence of
any such Indebtedness by Borrower or any of its Restricted
Subsidiaries and after giving effect thereto and to the
application of the proceeds thereof, no Default or Event of
Default would exist, (ii) any such Indebtedness, created,
issued, assumed, guaranteed or incurred by Borrower or any
of its Restricted Subsidiaries shall have been created
within the applicable limitations of Section 8.2, (iii)
with respect to any such Indebtedness neither Borrower or
any of its Restricted Subsidiaries, nor any of the property
or assets of Borrower or any of its Restricted
Subsidiaries, other than proceeds realized from the sale or
other disposition of such capital stock, partnership or
other equity interests shall, directly or indirectly, be
liable for or secure in any manner whatsoever the payment
thereof and (iv) other than Indebtedness arising from a
Lien on assets of Borrower or any of its Restricted
Subsidiaries consisting of equity interest in an
Unrestricted Subsidiary such Indebtedness shall be incurred
within the limitations provided in Section 7.3(e) and
Section 8.2(b) hereof;

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

(i) Liens created or incurred after the Effective
Date given to secure the payment of the purchase price
incurred in connection with the acquisition or purchase of
assets useful and intended to be used in carrying on the
business of Borrower or any of its Restricted Subsidiaries,
so long as such Liens were not incurred, extended or
renewed in contemplation of such acquisition or purchase;
provided that (i) the Lien shall attach solely to the
assets acquired or purchased, (ii) such Lien shall have
been created or incurred no more than after 180 days of the
date of acquisition or purchase, (iii) at the time of
acquisition or purchase of such assets, the aggregate
amount remaining unpaid on all Indebtedness secured by
Liens on such assets, whether or not assumed by Borrower or
any of its Restricted Subsidiaries, shall not exceed an
amount equal to the lesser of the total purchase price or
fair market value at the time of acquisition or purchase of
such assets (as determined in good faith by the Board of
Directors of Borrower), (iv) if the Indebtedness secured by
such Liens shall have been incurred by a Restricted
Subsidiary of Borrower, then and in such event such
Indebtedness shall be incurred within the limitations
provided in Section 7.3(e) and Section 8.2(b) hereof, and
(v) at the time of the creation, issuance, assumption,
guarantee or incurrence of such Indebtedness and after
giving effect thereto and to the application of the
proceeds thereof, no Default, including, without
limitation, a Default under Section 7.3(e), or Event of
Default would exist;

(j) Liens created or incurred after the Effective
Date existing on such assets at the time of acquisition
thereof or at the time of acquisition or purchase by
Borrower or any of its Restricted Subsidiaries of any
business entity then owning such fixed assets, so long as
such Liens were not incurred, extended or renewed in
contemplation of such acquisition or purchase; provided
that (i) the Lien shall attach solely to the assets
acquired or purchased, (ii) if the Indebtedness secured by
such Lien shall have been assumed by a Restricted
Subsidiary of Borrower, then and in such event such
Indebtedness shall be incurred within the limitations
provided in Section 7.3(e) and Section 8.2(b) hereof, and
(iii) at the time of the assumption of such Indebtedness
and after the concurrent giving effect thereto, no Default,
including, without limitation, a Default under Section
7.3(e), or Event of Default would exist;

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

(l) Liens created or incurred after the Effective
Date given to secure Indebtedness of Borrower or any of its
Restricted Subsidiaries in addition to the Liens permitted
by the preceding clauses (a) through (k) hereof; provided
that all Indebtedness secured by such Liens shall have been
incurred within the applicable limitations provided in
Section 8.2; and

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

8.4 Dividends, Stock Purchases and Restricted Investments.

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

(i) $25,000,000; plus

(ii) 50% of Consolidated Net Income (or if such
Consolidated Net Income is a deficit figure, then minus
100% of such deficit) for such period determined on a
cumulative basis commencing on April 1, 1998, to and
including the date of such declaration, payment or
commitment; plus

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

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

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

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

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

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

8.5 Mergers, Consolidations and Sales of Assets.

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

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

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

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

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

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

(1) in the opinion of (i) the Board of Directors of
Borrower if the fair market value of the assets
exceeds $2,500,000 or (ii) otherwise a Responsible
Officer, the sale is for fair value and is in the best
interests of Borrower;

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

(3) the entirety of the proceeds (net of
expenses and taxes arising in connection therewith)
("Net Proceeds") from any such sale or other
disposition shall be applied within 360 days of
receipt thereof by Borrower or a Restricted Subsidiary
of Borrower either (A) to the acquisition (directly or
through acquisition of a Restricted Subsidiary of
Borrower) of assets (other than cash, cash equivalents
or Securities) useful and intended to be used in the
operation of the business of Borrower and its
Restricted Subsidiaries and having a fair market value
(as determined in good faith by (i) the Board of
Directors of Borrower if the fair market value of the
assets exceeds $2,500,000 or (ii) otherwise a
Responsible Officer) at least equal to that of the
assets so disposed of or (B) towards the offer of
prepayment at any applicable prepayment premium of
Senior Indebtedness of Borrower owing to any Person
other than a Restricted Subsidiary of Borrower or an
Affiliate upon the terms and conditions hereinafter
provided; provided, that if for any reason whatsoever
Borrower does not apply all of the Net Proceeds from
any such sale in compliance with clause (A) or (B) of
this Section 8.5(b)(ii)(3) within such 360 day period,
then and in such event the Commitments of the Lenders
shall, unless the Majority Lenders otherwise agree in
writing, automatically be reduced effective as of the
expiration of such 360 day period by a sum equal to
the amount by which the aggregate Net Proceeds from
all sales or other dispositions not so applied exceed
$5,000,000 in the aggregate.

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

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

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

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

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

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

(1) in the opinion of (i)
Borrower's Board of Directors if the fair
market value of the assets exceeds
$2,500,000 or (ii) otherwise a Responsible
Officer, the sale is for fair value and is
in the best interests of Borrower;

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

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

(4) the entirety of the Net
Proceeds from any such sale or other
disposition shall be applied within 360
days of receipt thereof by Borrower or a
Restricted Subsidiary of Borrower either
(A) to the acquisition (directly or through
acquisition of a Restricted Subsidiary of
Borrower) of assets (other than cash, cash
equivalents or Securities) useful and
intended to be used in the operation of the
business of Borrower and its Restricted
Subsidiaries and having a fair market value
(as determined in good faith by (i) the
Board of Directors of Borrower if the fair
market value of the assets exceeds
$2,500,000 or (ii) otherwise a Responsible
Officer) at least equal to that of the
assets so disposed of or (B) towards the
offer of prepayment at any applicable
prepayment premium of Senior Indebtedness
of Borrower owing to any Person other than
a Restricted Subsidiary of Borrower or an
Affiliate upon the terms and conditions
hereinafter provided; provided, that if for
any reason whatsoever Borrower does not
apply all of the Net Proceeds from any such
sale in compliance with clause (A) or (B)
of this Section 8.5(c)(iv)(4) within such
360 day period, then and in such event the
Commitments of the Lenders shall, unless
the Majority Lenders otherwise agree in
writing, automatically be reduced effective
as of the expiration of such 360 day period
by a sum equal to the amount by which the
aggregate Net Proceeds from all sales or
other dispositions not so applied exceed
$5,000,000 in the aggregate.

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

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

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

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

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

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

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

(c) in the case of the designation of a Restricted
Subsidiary of Borrower as an Unrestricted Subsidiary and
after giving effect thereto, (i) such Unrestricted
Subsidiary so designated shall not, directly or indirectly,
own any Indebtedness or capital stock of Borrower or any of
its Restricted Subsidiaries, (ii) such designation shall be
deemed a sale of assets and shall be permitted by the
provisions of Section 8.5(b)(ii), (iii) neither Borrower
nor any of its Restricted Subsidiaries shall be liable for
any Indebtedness of such Unrestricted Subsidiary so
designated (other than Indebtedness which at the time of
incurrence shall be permitted within the limitations of
Section 8.2(b) or at the time of such designation shall be
permitted within the limitations of Sections 8.4(a) and
8.2(b)), (iv) no default or condition in respect of any
Indebtedness of such Unrestricted Subsidiary so designated
could as a consequence of such default or condition cause
or permit any Indebtedness of Borrower or any of its
Restricted Subsidiaries to become, or to be declared, due
and payable before its stated maturity or before its
regularly scheduled dates of payment, (v) any continuing
Investment in the capital stock of such Subsidiary held by
Borrower or of any of its Restricted Subsidiaries shall at
the time of such designation be permitted (without
reference to paragraph (a) of the definition of "Restricted
Investments"), within the limitations of Section 8.4, and
(vi) such designation shall not result in the imposition of
a Lien on the assets of Borrower or any of its Restricted
Subsidiaries, other than a Lien permitted within the
limitations of Section 8.3,

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

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

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

9. Defaults.

9.1 Events of Default. If any one or more of the following
events (herein called "Events of Default") shall occur, then
Agent may (and at the direction of the Majority Lenders, shall)
do any or all of the following: (1) without notice to Borrower
or any other Person, declare the Commitments terminated
(whereupon the Commitments shall be terminated); (2) declare the
principal amount then outstanding of and the unpaid accrued
interest on the Loans and all fees and all other amounts payable
hereunder, under the Notes and under the other Loan Documents to
be forthwith due and payable, whereupon such amounts shall be
and become immediately due and payable, without notice
(including, without limitation, notice of acceleration and
notice of intent to accelerate), presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly
waived by Borrower; provided that in the case of the occurrence
of an Event of Default with respect to Borrower or any of its
Restricted Subsidiaries referred to in clause (f), (g) or (h) of
this Section 9.1, the Commitments shall be automatically
terminated and the principal amount then outstanding of and
unpaid accrued interest on the Loans and all fees and all other
amounts payable hereunder, under the Notes and under the other
Loan Documents shall be and become automatically and immediately
due and payable, without notice (including, without limitation,
notice of acceleration and notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by Borrower, and (3)
exercise any or all other rights and remedies available to Agent
or any of the Lenders under the Loan Documents, at law or in
equity:

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

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

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

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

(e) Negative Covenants - default is made in the due
observance or performance by Borrower of any of the other
covenants or agreements contained in Section 8 of this
Agreement or of any other negative covenant of Borrower
contained in this Agreement or any other Loan Document; or

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

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

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

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

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

9.2 Right of Setoff. Upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby
authorized at any time and from time to time, without notice to
Borrower (any such notice being expressly waived by Borrower),
to setoff and apply any and all deposits, whether general or
special, time or demand, provisional or final (but excluding the
funds held in accounts clearly designated as escrow or trust
accounts held by Borrower for the benefit of Persons which are
not Affiliates of Borrower), whether or not such setoff results
in any loss of interest or other penalty, and including without
limitation all certificates of deposit, at any time held, and
any other funds or Property at any time held, and other
Indebtedness at any time owing by such Lender to or for the
credit or the account of Borrower against any and all of the
Obligations irrespective of whether or not such Lender or Agent
will have made any demand under this Agreement, the Notes or any
other Loan Document. Each Lender agrees to promptly notify
Borrower and Agent after any such setoff and application,
provided that the failure to give such notice will not affect
the validity of such setoff and application. The rights of
Agent and the Lenders under this Section are in addition to
other rights and remedies (including without limitation other
rights of setoff) which Agent or the Lenders may have. This
Section is subject to the terms and provisions of Sections 4.5
and 11.7 hereof.

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

10. Agent.

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

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

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

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

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

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

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

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

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

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

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

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

11. Miscellaneous.

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

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

11.3 Expenses, Etc. Whether or not any Loan is ever made,
Borrower shall pay or reimburse within 10 Business Days after
written demand (a) Agent for paying the reasonable fees and
expenses of legal counsel to Agent, together with the reasonable
fees and expenses of each local counsel to Agent, in connection
with the preparation, negotiation, execution and delivery of
this Agreement (including the exhibits and schedules hereto) and
the other Loan Documents and the making of the Loans, and any
modification, supplement or waiver of any of the terms of this
Agreement or any other Loan Document; (b) Agent for any
reasonable and customary lien search fees,; (c) Agent for
reasonable out-of-pocket expenses incurred in connection with
the preparation, documentation of the Loans or any of the Loan
Documents of the Loans; (d) Agent for paying all transfer,
stamp, documentary or other similar taxes, assessments or
charges levied by any governmental or revenue authority in
respect of this Agreement or any other Loan Document or any
other document referred to herein or therein, and (e) following
the occurrence and during the continuation of an Event of
Default, any Lender or Agent for paying all amounts reasonably
expended, advanced or incurred by such Lender or Agent to
satisfy any obligation of Borrower under this Agreement or any
other Loan Document, to collect the Obligations or to enforce,
protect, preserve or defend the rights of the Lenders or Agent
under this Agreement or any other Loan Document, including,
without limitation, fees and expenses incurred in connection
with such Lender's or Agent's participation as a member of a
creditor's committee in a case commenced with Borrower or any of
its Restricted Subsidiaries as debtor under the Bankruptcy Code
or other similar law, fees and expenses incurred in connection
with lifting the automatic stay prescribed in Section 362 of the
Bankruptcy Code and fees and expenses incurred in connection
with any action pursuant to Section 1129 of the Bankruptcy Code
and all other reasonable and customary out-of-pocket expenses
incurred by such Lender or Agent in connection with such
matters, together with interest thereon at the Past Due Rate on
each such amount from the due date until the date of
reimbursement to such Lender or Agent.

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

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

11.6 Successors and Assigns.

(a) This Agreement shall be binding upon and inure to the
benefit of Borrower, Agent and the Lenders and their respective
successors and permitted assigns; provided, however, that,
except as permitted by Section 8.5 hereof, Borrower may not
assign or transfer any of its rights or obligations hereunder
without the prior written consent of all of the Lenders, and any
such assignment or transfer without such consent shall be null
and void. Each Lender may sell participations to any Person in
all or part of any Loan, or all or part of its Notes or
Commitments, in which event, without limiting the foregoing, the
provisions of the Loan Documents shall inure to the benefit of
each purchaser of a participation; provided, however, the pro
rata treatment of payments, as described in Section 4.2 hereof
and rights to compensation under Sections 3.3 and 7.9 hereof,
shall be determined as if such Lender had not sold such
participation. Any Lender that sells one or more participations
to any Person shall not be relieved by virtue of such
participation from any of its obligations to Borrower under this
Agreement relating to the Loans. In the event any Lender shall
sell any participation, such Lender shall retain the sole right
and responsibility to enforce the obligations of Borrower
relating to the Loans, including, without limitation, the right
to approve any amendment, modification or waiver of any
provision of this Agreement other than amendments, modifications
or waivers with respect to (i) any fees payable hereunder to the
Lenders and (ii) the amount of principal or the rate of interest
payable on, or the dates fixed for the scheduled repayment of
principal of, the Loans.

(b) Each Lender may assign to one or more Lenders or any
other Person all or a portion of its interests, rights and
obligations under this Agreement; provided, however, that (i)
the amount of the Commitment of the assigning Lender subject to
each such assignment shall in no event be less than $10,000,000;
(ii) other than in the case of an assignment to another Lender
(that is, at the time of the assignment, a party hereto) or to
an Affiliate of such Lender or to a Federal Reserve Bank, Agent
and, so long as no Event of Default shall have occurred and be
continuing, Borrower must each give its prior written consent,
which consents shall not be unreasonably withheld, and (iii) the
parties to each such assignment shall execute and deliver to
Agent, for its acceptance an Assignment and Acceptance in
substantially the form of Exhibit D hereto (each an "Assignment
and Acceptance") with blanks appropriately completed, together
with any Note or Notes subject to such assignment and a
processing and recording fee of $3,000 paid by the assignee (for
which Borrower will have no liability). Upon such execution,
delivery and acceptance, from and after the effective date
specified in each Assignment and Acceptance, (A) 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 and (B) the Lender 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 or the
remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be
a party hereto except in respect of provisions of this Agreement
which survive payment of the Obligations and termination of the
Commitments). Notwithstanding anything contained in this
Agreement to the contrary, any Lender may at any time assign all
or any portion of its rights under this Agreement and the Notes
issued to it as collateral to a Federal Reserve Bank; provided
that no such assignment shall release such Lender from any of
its obligations hereunder.

(c) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties
hereto as follows: (i) other than the representation and
warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse
claim, such Lender assignor makes no representation or warranty
and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this
Agreement or any of the other Loan Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any of the other Loan Documents or
any other instrument or document furnished pursuant thereto;
(ii) such Lender assignor makes no representation or warranty
and assumes no responsibility with respect to the financial
condition of Borrower or the performance or observance by
Borrower of any of its obligations under this Agreement or any
of the other Loan Documents to which it is a party or any other
instrument or document furnished pursuant hereto; (iii) such
assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements most recently
delivered under either Section 6.2 or Section 7.2 hereof and
such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such assignee
will, independently and without reliance upon Agent, such Lender
assignor 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; (v) such
assignee appoints and authorizes Agent to take such action as
agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to Agent
by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vi) such assignee agrees that it will
perform in accordance with their terms all obligations that by
the terms of this Agreement and the other Loan Documents are
required to be performed by it as a Lender.

(d) The entries in the records of Agent as to each Assignment
and Acceptance delivered to it and the names and addresses of
the Lenders and the Commitments of, and principal amount of the
Loans owing to, each Lender from time to time shall be
conclusive, in the absence of manifest error, and Borrower,
Agent and the Lenders may treat each Person the name of which is
recorded in the books and records of Agent as a Lender hereunder
for all purposes of this Agreement and the other Loan Documents.

(e) Upon Agent's receipt of an Assignment and Acceptance
executed by an assigning Lender and the assignee thereunder,
together with any Note or Notes subject to such assignment and
the written consent to such assignment (to the extent consent is
required), Agent shall, if such Assignment and Acceptance has
been completed with blanks appropriately filled, (i) accept such
Assignment and Acceptance, (ii) record the information contained
therein in its records and (iii) give prompt notice thereof to
Borrower. Within five Business Days after receipt of notice,
Borrower, at its own expense, shall execute and deliver to Agent
in exchange for the surrendered Note a new Note to the order of
such assignee in an amount equal to the Commitment assumed by it
pursuant to such Assignment and Acceptance and, if the assigning
Lender has retained a Commitment hereunder, a new Note to the
order of the assigning Lender in an amount equal to the
Commitment retained by it hereunder. Such new Notes shall be in
an aggregate principal amount equal to the aggregate principal
amount of such surrendered Notes, shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in
substantially the form of the respective Note. Thereafter, such
surrendered Notes shall be marked renewed and substituted and
the originals thereof delivered to Borrower (with copies to be
retained by Agent).

(f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant
to this Section 11.6, disclose to the assignee or participant or
proposed assignee or participant, any information relating to
Borrower furnished to such Lender by or on behalf of Borrower;
provided such Person agrees to maintain the confidentiality of
such information in accordance with Section 11.16.

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

11.8 Survival. The obligations of Borrower under Sections 7.9,
11.3 and 11.4 hereof and all other obligations of Borrower in
any other Loan Document (to the extent stated therein) and the
obligations of the Lenders under Sections 4.1(d), 10.6, 11.7,
11.13 and 11.16 hereof, shall, notwithstanding anything herein
to the contrary, survive the repayment of the Loans and the
termination of the Commitments.

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

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

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

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

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

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

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

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

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

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

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

NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION26.02

THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL
OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO
OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN
AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the Effective Date.

OCEANEERING INTERNATIONAL, INC.,
a Delaware corporation

By:
Name:
Title:

Address for Notices:

▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent, Lead
Arranger and Book Manager and as a Lender

By:
Name:
Title:

Address for Notices:

Commitment: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
$30,000,000 Attention: Manager, Structured Finance - Oil Service
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇ FARGO BANK (TEXAS), N. A.,
as Syndication Agent and as a Lender

By:
Name:
Title:

Address for Notices:

Commitment: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
$20,000,000 Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

CITICORP USA, INC.,
as Documentation Agent and as a Lender

By:
Name:
Title:

Address for Notices:

Commitment: c/o CitiBank, N.A.
One Penns Way
$20,000,000 ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

THE BANK OF NOVA SCOTIA

By:
Name:
Title:

Address for Notices:

Commitment: The Bank of Nova Scotia, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ N.E.
$10,000,000 ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

The Bank of Nova Scotia
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

LOAN AGREEMENT ($80,000,000 REVOLVING LOAN FACILITY) DATED AS OF OCTOBER 23, 1998 AMONG OCEANEERING INTERNATIONAL, INC., AS BORROWER, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS AGENT, LEAD ARRANGER AND BOOK MANAGER AND AS A LENDER, CITICORP USA,...

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