CREDIT AGREEMENT AMONG

CREDIT AGREEMENT

AMONG

XXXXX ENTERPRISES CORPORATION,

AS BORROWER,

THE BANKS, FINANCIAL INSTITUTIONS AND
OTHER INSTITUTIONAL LENDERS NAMED HEREIN,

AS INITIAL LENDERS,

FLEET BANK, N.A.,

AS INITIAL ISSUING BANK AND AS ADMINISTRATIVE AGENT,

NATIONSBANK, N.A.,

AS DOCUMENTATION AGENT,

THE INDUSTRIAL BANK OF JAPAN, LIMITED,

AS SYNDICATION AGENT

AND

BANKBOSTON, N.A.,

AS MANAGING AGENT

DATED AS OF OCTOBER 30, 1998

TABLE OF CONTENTS

PAGE
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ARTICLE 1. DEFINITIONS AND ACCOUNTING TERMS. . . . . . . . . . . . . . . . . . . .2

Section 1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . .2
Section 1.2 Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . 33
Section 1.3 Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 1.4 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . 34

ARTICLE 2. AMOUNTS AND TERMS OF THE ADVANCES
AND THE LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . 34

Section 2.1 The Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 2.2 Making the Advances . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.3 Issuance of and Drawings and Reimbursement
Under Letters of Credit . . . . . . . . . . . . . . . . . . . . . . 37
Section 2.4 Repayment of Advances . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 2.5 Termination or Reduction of the Commitments . . . . . . . . . . . . . 43
Section 2.6 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 2.7 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 2.8 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 2.9 Conversion of Advances. . . . . . . . . . . . . . . . . . . . . . . . 49
Section 2.10 Increased Costs, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 2.11 Payments and Computations . . . . . . . . . . . . . . . . . . . . . . 52
Section 2.12 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 2.13 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . 56
Section 2.14 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 2.15 Defaulting Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 2.16 Removal of Lender . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 2.17 Borrowing Base Determination. . . . . . . . . . . . . . . . . . . . . 60

ARTICLE 3. CONDITIONS OF LENDING . . . . . . . . . . . . . . . . . . . . . . . . 61

Section 3.1 Conditions Precedent to Initial Extension of Credit . . . . . . . . . 61
Section 3.2 Conditions Precedent to Each Borrowing Other than
a Term A Borrowing and Letter of Credit Advances. . . . . . . . . . 70
Section 3.3 Determinations Under Section 3.1. . . . . . . . . . . . . . . . . . . 70
Section 3.4 Conditions Precedent to the Term A Borrowing. . . . . . . . . . . . . 71

ARTICLE 4. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . 72

Section 4.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 4.2 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 4.3 Corporate Power, Authorization. . . . . . . . . . . . . . . . . . . . 73
Section 4.4 Governmental Authorizations, Approvals. . . . . . . . . . . . . . . . 74
Section 4.5 Due Execution, Validity, Enforceability . . . . . . . . . . . . . . . 74
Section 4.6 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 4.7 Pro Forma Financial Statements. . . . . . . . . . . . . . . . . . . . 75
Section 4.8 Accurate Information. . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 4.9 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 4.10 Regulation U. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 4.11 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 4.12 Casualty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 4.13 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 4.14 Intentionally Omitted.. . . . . . . . . . . . . . . . . . . . . . . . 77
Section 4.15 Priority of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 4.16 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 4.17 Compliance with Securities Laws . . . . . . . . . . . . . . . . . . . 78
Section 4.18 Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 4.19 Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 4.20 No Defaults, Compliance with Laws . . . . . . . . . . . . . . . . . . 79
Section 4.21 Owned Real Property . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 4.22 Leased Real Property. . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 4.23 Material Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 4.24 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 4.25 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 4.26 Xxxxx Acquisition Documents . . . . . . . . . . . . . . . . . . . . . 80
Section 4.27 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 4.28 Government Consents for Conduct of Business . . . . . . . . . . . . . 81
Section 4.29 Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE 5. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 82

Section 5.1 Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 5.2 Payment of Taxes, Etc . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 5.3 Compliance with Environmental Laws. . . . . . . . . . . . . . . . . . 82
Section 5.4 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 5.5 Maintenance of Insurance. . . . . . . . . . . . . . . . . . . . . . . 83
Section 5.6 Preservation of Corporate Existence, Etc. . . . . . . . . . . . . . . 83
Section 5.7 Visitation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 5.8 Keeping of Books. . . . . . . . . . . . . . . . . . . . . . . . . . . 84

Section 5.9 Maintenance of Properties, Etc. . . . . . . . . . . . . . . . . . . . 84
Section 5.10 Compliance with Terms of Leaseholds . . . . . . . . . . . . . . . . . 84
Section 5.11 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 5.12 Transactions with Affiliates. . . . . . . . . . . . . . . . . . . . . 84
Section 5.13 Agreement to Grant Additional Security. . . . . . . . . . . . . . . . 84
Section 5.14 Interest Rate Protection. . . . . . . . . . . . . . . . . . . . . . . 86
Section 5.15 Performance of Xxxxx Acquisition Documents. . . . . . . . . . . . . . 86
Section 5.16 Year 2000 Compatibility . . . . . . . . . . . . . . . . . . . . . . . 86
Section 5.17 Certain Affirmative Covenants Relating to the Vessels . . . . . . . . 87

ARTICLE 6. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . 87

Section 6.1 Liens, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 6.2 Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 6.3 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 6.4 Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 6.5 Sales, Etc. of Assets . . . . . . . . . . . . . . . . . . . . . . . . 90
Section 6.6 Investments in Other Persons. . . . . . . . . . . . . . . . . . . . . 90
Section 6.7 Dividends, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 6.8 Change in Nature of Business. . . . . . . . . . . . . . . . . . . . . 93
Section 6.9 Charter Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 6.10 Accounting Changes. . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 6.11 Prepayments, Etc. of Debt . . . . . . . . . . . . . . . . . . . . . . 94
Section 6.12 Amendment, Etc. of Xxxxx Acquisition Documents. . . . . . . . . . . . 94
Section 6.13 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 6.14 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 6.15 Partnerships, New Subsidiaries. . . . . . . . . . . . . . . . . . . . 95
Section 6.16 Speculative Transactions. . . . . . . . . . . . . . . . . . . . . . . 95
Section 6.17 Investment Capital Expenditures . . . . . . . . . . . . . . . . . . . 95
Section 6.18 Issuance of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 6.19 Redemption and Retirement Payments. . . . . . . . . . . . . . . . . . 96

ARTICLE 7. REPORTING REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . . 96

Section 7.1 Default Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 7.2 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 7.3 Quarterly Financials. . . . . . . . . . . . . . . . . . . . . . . . . 96
Section 7.4 Annual Financials . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 7.5 Annual Forecasts. . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 7.6 ERISA Events and ERISA Reports. . . . . . . . . . . . . . . . . . . . 98
Section 7.7 Plan Terminations . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 7.8 Actuarial Reports . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 7.9 Plan Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . 98

Section 7.10 Annual Plan Summaries . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 7.11 Multiemployer Plan Notices. . . . . . . . . . . . . . . . . . . . . . 99
Section 7.12 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 7.13 Securities Reports. . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 7.14 Creditor Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 7.15 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 7.16 Revenue Agent Reports . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 7.17 Environmental Conditions. . . . . . . . . . . . . . . . . . . . . . . 99
Section 7.18 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100
Section 7.19 Borrowing Base Certificate. . . . . . . . . . . . . . . . . . . . . .100
Section 7.20 Management Letters. . . . . . . . . . . . . . . . . . . . . . . . . .100
Section 7.21 Visual Surveys and Desk Top Appraisals. . . . . . . . . . . . . . . .100
Section 7.22 Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100
Section 7.23 Other Information . . . . . . . . . . . . . . . . . . . . . . . . . .100

ARTICLE 8. FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . .100

Section 8.1 Consolidated Funded Debt to EBITDA Ratio. . . . . . . . . . . . . . .101
Section 8.2 Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . .101
Section 8.3 Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . .102
Section 8.4 Minimum Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . .102

ARTICLE 9. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . .103

Section 9.1 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
Section 9.2 Representations and Warranties. . . . . . . . . . . . . . . . . . . .103
Section 9.3 Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . .103
Section 9.4 Other Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . .103
Section 9.5 Other Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . .104
Section 9.6 Bankruptcy, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . .104
Section 9.7 Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .104
Section 9.8 Loan Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . .105
Section 9.9 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .105
Section 9.10 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . .105
Section 9.11 ERISA Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . .105
Section 9.12 Borrowing Base Deficiency . . . . . . . . . . . . . . . . . . . . . .105
Section 9.13 The Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . .106

ARTICLE 10. THE ADMINISTRATIVE AGENT . . . . . . . . . . . . . . . . . . . . . .107

Section 10.1 Authorization and Action . . . . . . . . . . . . . . . . . . . . . .107
Section 10.2 Agent's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . .107
Section 10.3 Fleet and Affiliates . . . . . . . . . . . . . . . . . . . . . . . .108

Section 10.4 Lender Party Credit Decision . . . . . . . . . . . . . . . . . . . .108
Section 10.5 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . .109
Section 10.6 Successor Administrative Agents. . . . . . . . . . . . . . . . . . .110
Section 10.7 Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . .111

ARTICLE 11. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . .111

Section 11.1 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . .111
Section 11.2 Notices Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .112
Section 11.3 No Waiver; Remedies; Counterclaims . . . . . . . . . . . . . . . . .113
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . .114
Section 11.5 Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . .116
Section 11.6 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . .116
Section 11.7 Assignments and Participations . . . . . . . . . . . . . . . . . . .116
Section 11.8 Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . .119
Section 11.9 No Liability of the Issuing Bank . . . . . . . . . . . . . . . . . .120
Section 11.10 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . .120
Section 11.11 Survival of Agreements and Representations; Construction . . . . . .120
Section 11.12 Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . .120
Section 11.13 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . .121
Section 11.14 JURISDICTION, ETC. . . . . . . . . . . . . . . . . . . . . . . . . .121
Section 11.15 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . .122
Section 11.16 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . .122
Section 11.17 FINAL AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .122

EXHIBITS

Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Borrowing Base Certificate
Exhibit C - Form of Revolving Credit Note
Exhibit D - Form of Term A Note
Exhibit E - Form of Term B Note
Exhibit F - Form of Notice of Borrowing
Exhibit G - Form of Security Agreement
Exhibit H - Form of Old Xxxxx Security Agreement
Exhibit I - Form of Intellectual Property Security Agreement
Exhibit J - Form of Borrowers Stockholders Pledge Agreement
Exhibit K - Form of Subsidiary Guaranty

SCHEDULES

Schedule I Commitments and Applicable Lending Offices
Schedule 4.2 Organization and Subsidiaries
Schedule 4.3 Certain Contract Matters
Schedule 4.4 Required Authorizations and Approvals
Schedule 4.9 Disclosed Litigation
Schedule 4.11 Welfare Plans
Schedule 4.13 Environmental Assessment Reports
Schedule 4.16 Open Tax Years
Schedule 4.19(a) Existing Debt
Schedule 4.19(b) Surviving Debt
Schedule 4.20 No Defaults
Schedule 4.21 Owned Real Estate
Schedule 4.22 Leased Real Estate
Schedule 4.23 Material Contracts
Schedule 4.24 Investments
Schedule 4.25 Intellectual Property
Schedule 4.27 Fees
Schedule 4.29 Vessels
Schedule 6.1(c) Liens
Schedule 6.6(f) Existing Investments
Schedule 6.18 Existing Issuances, Etc. of Stock

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of October 30, 1998, by and among XXXXX
ENTERPRISES CORPORATION, a Delaware corporation (the "BORROWER"), the banks,
financial institutions and other institutional lenders listed on the signature
pages hereof as the Initial Lenders (the "INITIAL LENDERS"), FLEET BANK, N.A.,
as Initial Issuing Bank (the "INITIAL ISSUING BANK") AND FLEET BANK, N.A., as
administrative agent (together with any successor appointed pursuant to Article
10, the "ADMINISTRATIVE AGENT") for the Lender Parties (as hereinafter defined).

PRELIMINARY STATEMENTS:

(1) Pursuant to the Stock Exchange Agreement dated as of August 31, 1998
(the "XXXXX ACQUISITION AGREEMENT" by and among the Borrower, Xxxxx
Transportation Company, a Delaware corporation ("OLD XXXXX"), the Xxxxx
Stockholders (as defined below), the Turecamo Entities (as defined below) and
the Turecamo Stockholders (as defined below) pursuant to which (i) the Turecamo
Stockholders will contribute to the Borrower the shares of Turecamo Stock (as
defined in the Xxxxx Acquisition Agreement) held by them in consideration of
which the Borrower shall issue to each Turecamo Stockholder shares of Xxxxx
Enterprises Common Stock (as such term is defined in the Xxxxx Acquisition
Agreement) and pay to each Turecamo Stockholder a certain amount of cash, and
(ii) the Xxxxx Stockholders (as defined below) will contribute to the Borrower
shares of Xxxxx Stock (as defined in the Xxxxx Acquisition Agreement) held by
them in consideration of which the Borrower shall issue to each Xxxxx
Stockholder (a) shares of Xxxxx Enterprises Common stock and (b) shares of Xxxxx
Enterprises Preferred Stock (as defined in the Xxxxx Acquisition Agreement)
(such transaction being hereinafter referred to as the "XXXXX ACQUISITION").

(2) The Borrower has requested that the Lender Parties (as hereinafter
defined) make loans to the Borrower and issue letters of credit having an
aggregate principal and face amount at any one time outstanding of up to Two
Hundred Million Dollars ($200,000,000), to be used by the Borrower (i) to
finance, in part, the Xxxxx Acquisition, (ii) to pay fees and expenses incurred
in connection with the Xxxxx Acquisition, (iii) to redeem in full the Senior
Notes, (iv) to finance working capital and capital expenditures and general
corporate purposes (including, without limitation, payment of any prepayment
premium incurred in connection with the prepayment of the Senior Notes), and the
Lender Parties have agreed to make such loans and issue such letters of credit
all on and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

"ADDITIONAL COLLATERAL DOCUMENTS" has the meaning specified in Section
5.13(e).

"ADMINISTRATIVE AGENT" has the meaning specified in the recital of parties
to this Agreement.

"ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
Administrative Agent maintained by the Administrative Agent with Fleet at its
office at Fleet, 1185 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Account No. 0000000-03102, Attention: Loan Administration.

"ADVANCE" means a Term A Advance, a Term B Advance, a Revolving Credit
Advance or a Letter of Credit Advance.

"AFFECTED LENDER" has the meaning specified in Section 2.16.

"AFFILIATE" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person. For purposes of this definition, the term "control" (including the
terms "controlling," "controlled by" and "under common control with") of a
Person means the possession, direct or indirect, of the power to vote 50% or
more of the Voting Stock of such Person or to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
Voting Stock, by contract or otherwise.

"APPLICABLE LENDING OFFICE" means, with respect to each Lender Party, such
Lender Party's Domestic Lending Office in the case of a Prime Rate Advance and
such Lender Party's Eurodollar Lending Office in the case of a Eurodollar Rate
Advance.

"APPLICABLE MARGIN" means at any time and from time to time a percentage
per annum determined pursuant to the last paragraph of this definition by
reference to the ratio of Consolidated Debt to EBITDA at such time, as set forth
below:

APPLICABLE MARGIN FOR EURODOLLAR RATE ADVANCES

REVOLVING CREDIT ADVANCES
CONSOLIDATED DEBT TO EBITDA RATIO AND TERM A ADVANCES TERM B ADVANCES
---------------------------------------------------------------------------------------------------------------------------------

Equal to or greater than 3.75 to 1.00 2.75% 3.25%

Less than 3.75 to 1.00 but 2.50% 3.00%
equal to or greater than 3.50 to 1.00

Less than 3.50 to 1.00 but equal to or greater than 3.25 2.25% 3.00%
to 1.00

Less than 3.25 to 1.00 but 2.00% 3.00%
equal to or greater than 3.00 to 1.00

Less than 3.00 to 1.00 1.75% 2.75%

APPLICABLE MARGIN FOR PRIME RATE ADVANCES

Equal to or greater than 3.75 to 1.00 1.50% 2.00%

Less than 3.75 to 1.00 but 1.25% 1.75%
equal to or greater than 3.50 to 1.00

Less than 3.50 to 1.00 but equal to or greater than 3.25 1.00% 1.50%
to 1.00

Less than 3.25 to 1.00 but 0.75% 1.50%
equal to or greater than 3.00 to 1.00

Less than 3.00 to 1.00 0.50% 1.50%

The Applicable Margin for each Prime Rate Advance and each Eurodollar Rate
Advance shall be determined by reference to the ratio of Consolidated Debt to
EBITDA which shall be determined three (3) Business Days after the date on which
the Administrative Agent receives financial statements pursuant to Section 7.3
or 7.4 and a certificate of the Chief Financial Officer of the Borrower
demonstrating the ratio of Consolidated Debt to EBITDA. If the Borrower has not
submitted to the Administrative Agent the information described above as and
when required under Section 7.3 or 7.4, as the case may be, the Applicable
Margin shall be as determined (as among the various applicable margin levels
set forth above) by the Administrative Agent in its good faith discretion for so
long as such information has not been received by the Administrative Agent. The
Applicable Margin shall be adjusted, if applicable, as of the first day of the
month following the date of determination described in the two preceding
sentences. In the event that the financial statements received pursuant to
Section 7.4 indicate that the Applicable Margin determined on the basis of
financial statements theretofore received pursuant to Section 7.3 is different
from the Applicable Margin that would have been determined on the basis of the
Section 7.4 financial statements, the Applicable Margin shall be adjusted
retroactively for the relevant period.

"ASSET DISPOSITION" shall mean the disposition of any or all of the fixed
assets of the Borrower or any of its Subsidiaries whether by sale, lease,
transfer or otherwise (but excluding damage, destruction, loss or condemnation);
PROVIDED, HOWEVER, that for purposes of Section 2.6(b), the term "ASSET
DISPOSITION" shall not include any sale, lease, transfer or other disposition of
(i) Inventory in the ordinary course of business; (ii) obsolete or worn out
equipment; (iii) traded-in equipment, (iv) assets by the Borrower to a Guarantor
or by a Guarantor to the Borrower or another Guarantor; or (v) prior to the Term
A Draw Date, any Vessel owned by Old Xxxxx or its Subsidiaries to the extent
that the proceeds therefrom are used to purchase new Vessels or prepay the
Senior Notes as provided in Section 5.10 of the Senior Note Indenture.

"ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered into
by a Lender Party and an Eligible Assignee, and accepted by the Administrative
Agent and, so long as no Event of Default shall have occurred and be continuing,
by the Borrower, in accordance with Section 11.7 and in substantially the form
of EXHIBIT A hereto.

"ASSIGNMENT" and "ASSIGNMENTS" has the meaning specified in Section 3.1(a).

"AVAILABLE AMOUNT" of any Letter of Credit means, at any time, the maximum
amount available to be drawn under such Letter of Credit at such time (assuming
compliance at such time with all conditions to drawing).

"BANK HEDGE AGREEMENT" means any interest rate Hedge Agreement required or
permitted under Section 5.14 that is entered into by and between the Borrower
and any Hedge Bank.

"BORROWER" has the meaning specified in the recital of parties to this
Agreement.

"BORROWER'S ACCOUNT" means the account of the Borrower maintained by the
Borrower with Fleet at its office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Account No. 9417535159.

"BORROWER STOCKHOLDERS" means the Persons that are holders of the capital
stock (and of warrants or options with respect to the capital stock) of the
Borrower.

"BORROWER STOCKHOLDERS PLEDGE AGREEMENT" has the meaning specified in
Section 3.1(a).

"BORROWER/TURECAMO SECURITY AGREEMENT" has the meaning specified in
Section 3.1(a).

"BORROWING" means a Term A Borrowing, a Term B Borrowing or a Revolving
Credit Borrowing.

"BORROWING BASE" has the meaning specified in Section 2.17.

"BORROWING BASE CERTIFICATE" means a certificate in substantially the form
of EXHIBIT B hereto, duly certified, on behalf of the Borrower, by the chief
financial officer of the Borrower.

"BORROWING BASE DEFICIENCY" means the failure of the Borrowing Base to
equal or exceed (i) at any time prior the Term A Draw Date, the sum of (a) the
aggregate principal amount of the Revolving Credit Advances and the Letter of
Credit Advances outstanding at such time PLUS (b) the aggregate Available Amount
of all Letters of Credit outstanding at such time; and (ii) at any time on or
after the Term A Draw Date, the sum (without duplication) of (a) the aggregate
principal amount of the Revolving Credit Advances and the Letter of Credit
Advances outstanding at such time, PLUS (b) the aggregate Available Amount of
all Letters of Credit outstanding at such time, PLUS (c) the aggregate principal
amount of the Term A Advances outstanding at such time, PLUS (d) the aggregate
principal amount of the Term B Advances outstanding at such time.

"BUSINESS DAY" means a day of the year on which banks are not required or
authorized by law to close in Boston, Massachusetts and New York, New York and,
if the applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market.

"CAPITAL EXPENDITURES" means, for any Person for any period, the sum of all
expenditures (including, without limitations, dry dock expenditures) made,
directly or indirectly, by such Person or any of its Subsidiaries during such
period for the Vessels, Equipment, real property or improvements, other fixed
assets or for replacements or substitutions therefor or additions thereto, that
have been or should be, in accordance with GAAP, reflected as additions to the
Vessels, property, plant or Equipment on a Consolidated balance sheet of such
Person.

"CAPITALIZED LEASES" means all leases that have been or should be, in
accordance with GAAP, recorded as capitalized leases.

"CASH EQUIVALENTS" means any of the following, to the extent owned by the
Borrower or any of its Subsidiaries, free and clear of all Liens other than
Liens created under the Collateral Documents: (a) readily marketable direct
obligations of the Government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the Government of the United States having a maturity of not
greater than 365 days from the date of issuance thereof, (b) certificates of
deposit or bankers acceptances of, or time deposits having a maturity of, not
greater than 365 days from the date of issuance thereof with any commercial bank
that is a Lender Party or a member of the Federal Reserve System that issues (or
the parent of which issues) commercial paper rated as described in clause (c)
and is organized under the laws of the United States or any State thereof and
has combined capital and surplus of at least $1 billion, (c) commercial paper
having a maturity of not greater than 365 days from the date of issuance thereof
in an aggregate amount of no more than $2,500,000 per issuer

outstanding at any time, issued by any corporation organized under the laws
of any State of the United States and rated at least "Prime-1" (or the then
equivalent grade) by Xxxxx'x Investors Service, Inc. or "A-1" (or the then
equivalent grade) by Standard & Poor's Ratings Group or (d) shares of any
money market or mutual fund, substantially all of the assets of which are
invested in securities and instruments of the types set forth in clauses (a)
through (c) above (except that the requirement of $2,500,000 per issuer shall
not have to be complied with).

"CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended from time to
time.

"CERCLIS" means the Comprehensive Environmental Response, Compensation and
Liability Information System maintained by the U.S. Environmental Protection
Agency.

"CHANGE OF CONTROL" means the Lakes Transfer Group ceases to beneficially,
and of record, own and control at least 50.1% of the issued and outstanding
shares of capital stock of the Borrower. For purposes of this definition
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract, by family
relationship or otherwise; and the terms "controlling" and "controlled" have the
meanings correlative to the foregoing.

"CLOSING DATE" means the date on which all of the conditions precedent set
forth in Section 3.1 to the Initial Extension of Credit shall have been
satisfied or waived.

"COASTWISE CITIZEN" means a citizen of the United States within the meaning
of Section 2 of the Shipping Act, 1916, as amended (46 U.S.C. App Sec. 801) for
purposes of operation of a vessel in the coastwise trade.

"COLLATERAL" means all "COLLATERAL" referred to in the Collateral Documents
and all other property that is or is intended to be subject to any Lien in favor
of the Administrative Agent for the benefit of the Secured Parties.

"COLLATERAL DOCUMENTS" means each Security Agreement, the Borrower
Stockholders Pledge Agreement, each Intellectual Property Security Agreement,
the Vessel Collateral Documents and any other agreement that creates or purports
to create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties, including the Additional Collateral Documents delivered
pursuant to Section 5.13, as, with respect to each of the foregoing, amended,
restated, supplemented or otherwise modified from time to time.

"COMMITMENT" means a Term A Commitment, a Term B Commitment, a Revolving
Credit Commitment or a Letter of Credit Commitment.

"COMPENSATION PAYMENTS" has the meaning specified in Section 6.19.

"COMPLIANCE CERTIFICATE" with respect to the Borrower and its
Subsidiaries, a certificate to the effect that: (a) as of the effective date of
the certificate, and except as may be disclosed in such certificate, no Default
or Event of Default under this Agreement exists or would exist immediately after
giving effect to the action intended to be taken by any Loan Party, as described
in such certificate, including, without limitation, that the covenants set forth
in Article 8 hereof would not be breached after giving effect to such action,
together with a calculation in reasonable detail, and in form satisfactory to
the Administrative Agent, of such compliance, and (b) as of the effective date
of the certificate, and except as may be disclosed in such certificate, the
representations and warranties contained in Article 4 hereof are true in all
material respects and with the same effect as though such representations and
warranties were made on the date of such certificate, unless stated to relate to
a specific earlier date in which case such specified representations and
warranties shall be true and correct as of such earlier date, and, except for
representations and warranties which are no longer true as a result of a
transaction expressly permitted hereby, which certificate shall be executed and
delivered on behalf of the Borrower by the chief financial officer of the
Borrower.

"CONFIDENTIAL INFORMATION" means financial statements, agreements, reports,
certificates and other information that the Borrower or any of its Subsidiaries,
or any of their agents, furnishes to the Administrative Agent or any Lender
Party in a writing designated as confidential (but including, regardless of
whether or not so designated, any information relating to (i) the economic and
legal (including contractual) arrangements between (a) the Borrower and its
Subsidiaries and (b) their customers, (ii) details with respect to cast
information of the Borrower and its Subsidiaries, and (iii) acquisition and
other investment opportunities available to the Borrower and its Subsidiaries),
but does not include any such information that is or becomes generally available
to the public other than as a result of a breach by the Administrative Agent or
any Lender Party of its obligations hereunder or that is or becomes available to
the Administrative Agent or such Lender Party from a source other than the
Borrower that is not, to the best of the Administrative Agent's or such Lender
Party's knowledge, acting in violation of a confidentiality agreement with the
Borrower or any of its Subsidiaries.

"CONSOLIDATED" refers to the consolidation of accounts, in accordance with
GAAP, of any Person and all of its Subsidiaries, and if not specified, the
Borrower and all of its Subsidiaries.

"CONSOLIDATED DEBT TO EBITDA" means, for any fiscal quarter of the
Borrower, a ratio of (a) Debt of the Borrower and its Subsidiaries as at the end
of such fiscal quarter to (b) EBITDA for the most recently completed four fiscal
quarters of the Borrower and its Subsidiaries.

"CONVERSION", "CONVERT" and "CONVERTED" each refer to a conversion of
Advances of one Type into Advances of the other Type pursuant to Section 2.9 or
2.10.

"DEBT" of any Person means, without duplication, the following:

(a) all indebtedness of such Person for borrowed money;

(b) all Obligations of such Person for the deferred purchase price of
property or services (but excluding (whether under this clause (b) or otherwise)
the following: (i) trade accounts payable arising, and accrued expenses
incurred, in the ordinary course of business and payable on ordinary business
terms, and (ii) until the Term A Draw Date, obligations arising under
construction contracts for the construction of qualified vessels substituted
pursuant to the terms of the Senior Notes Indenture);

(d) all Obligations of such Person created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property);

(e) all Obligations of such Person as lessee under Capitalized
Leases;

(f) all Obligations, contingent or otherwise, of such Person under
acceptance, letter of credit or similar facilities;

(g) all Obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any capital stock of or
other ownership or profit interest in such Person or any other Person or any
warrants, rights or options to acquire such capital stock (but excluding the Put
Payments (and the related capital stock to be redeemed in connection therewith)
and the Compensation Payments (and the related capital stock to be redeemed in
connection therewith) and any preferred stock the redemption of which is
prohibited by this Agreement);

(h) all Obligations of such Person in respect of Hedge Agreements but
excluding (i) the Bank Hedge Agreements; (ii) Hedge Agreements with respect to
permitted purchase money Debt and permitted Capitalized Lease Obligations, and
(iii) Hedge Agreements with respect to fuel used in the Borrowers and its
Subsidiaries business;

(i) all Debt of others referred to in clauses (a) through (h) above
or clause (j) below guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (A) to pay or purchase such Debt or to advance or supply funds for the
payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or
lessor) property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the
debtor (including any agreement

to pay for property or services irrespective of whether such property is
received or such services are rendered) or (D) otherwise to assure a creditor
against loss; and

(j) all Debt referred to in clauses (a) through (i) above of another
Person secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts, contract rights or inventory) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Debt.

The definition of "Debt" shall not include (i) any indebtedness of the
Garbage Subsidiary (or any Subsidiary of the Garbage Subsidiary), (ii) any
deferred liability with respect to the possible termination of the contract
between one or more of the Turecamo Entities and Mobil Oil Corporation with
respect to the barge Iroquois, or (iii) the financing of insurance premiums.

"DEBT ISSUANCE" means any issuance or sale or other incurrence by the
Borrower or any of its Subsidiaries (excluding the Garbage Subsidiary or any
Subsidiary of the Garbage Subsidiary) of any Debt; PROVIDED, HOWEVER, that for
purposes of determination of Net Cash Proceeds under Section 2.6(b)(iii), the
term "Debt Issuance" shall not include the incurrence of Debt permitted under
Section 6.2.

"DEFAULT" means any Event of Default or any event that would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both.

"DEFAULTED ADVANCE" means, with respect to any Lender Party at any time,
the portion of any Advance required to be made by such Lender Party to the
Borrower pursuant to Section 2.1 or 2.2 at or prior to such time which has not
been made by such Lender Party or by the Administrative Agent for the account of
such Lender Party pursuant to Section 2.2(d) as of such time. In the event that
a portion of a Defaulted Advance shall be deemed made pursuant to Section
2.15(a), the remaining portion of such Defaulted Advance shall be considered a
Defaulted Advance originally required to be made pursuant to Section 2.1 on the
same date as the Defaulted Advance so deemed made in part.

"DEFAULTED AMOUNT" means, with respect to any Lender Party at any time, any
amount required to be paid by such Lender Party to the Administrative Agent or
any other Lender Party hereunder or under any other Loan Document at or prior to
such time which has not been so paid as of such time, including, without
limitation, any amount required to be paid by such Lender Party to (a) the
Issuing Bank pursuant to Section 2.3(c) to purchase a portion of a Letter of
Credit Advance made by the Issuing Bank, (b) the Administrative Agent pursuant
to Section 2.2(d) to reimburse the Administrative Agent for the amount of any
Advance made by the Administrative Agent for the account of such Lender Party,
(c) any other Lender Party pursuant to Section 2.13 to purchase any
participation in Advances owing to such other Lender Party and (d) the
Administrative Agent or the Issuing Bank pursuant to Section 10.5 to reimburse
the

Administrative Agent or the Issuing Bank for such Lender Party's ratable
share of any amount required to be paid by the Lender Parties to the
Administrative Agent or the Issuing Bank as provided therein. In the event that
a portion of a Defaulted Amount shall be deemed paid pursuant to Section
2.15(b), the remaining portion of such Defaulted Amount shall be considered a
Defaulted Amount originally required to be paid hereunder or under any other
Loan Document on the same date as the Defaulted Amount so deemed paid in part.

"DEFAULTING LENDER" means, at any time, any Lender Party that, at such
time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take any
action or be the subject of any action or proceeding of a type described in
Section 9.6.

"DESK TOP APPRAISAL" means a "desk top" appraisal, in form and substance
reasonably acceptable to the Administrative Agent, of all of the Vessels owned
by the Borrower and its Subsidiaries performed by a nationally recognized
maritime appraiser reasonably acceptable to the Administrative Agent.

"DISCLOSED LITIGATION" has the meaning specified in Section 4.9.

"DISPOSAL" means the discharge, deposit, injection, dumping, spilling,
leaking or placing of any solid waste or hazardous waste, as those terms are
defined by any federal, state, local or foreign law, into or on any land or
water so that such solid waste or hazardous waste or any constituents thereof
may enter the environment or be emitted into the air or discharged into any
waters, including ground waters.

"DOMESTIC LENDING OFFICE" means, with respect to any Lender Party, the
office of such Lender Party specified as its "Domestic Lending Office" opposite
its name on SCHEDULE I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender Party, as the case may be, or such other office of such
Lender Party as such Lender Party may from time to time specify to the Borrower
and the Administrative Agent.

"DOMESTIC SUBSIDIARY" means any Subsidiary organized under the laws of the
United States of America or any State thereof.

"EARNINGS ASSIGNMENT" and "EARNINGS ASSIGNMENTS" has the meaning specified
in Section 3.1(a).

"EBITDA" means, for any period, the sum, determined on a Consolidated
basis, without duplication, of (A) (i) net income (or net loss) PLUS (ii) but
only to the extent such items shall have been deducted in determining net
income, the sum of (1) Interest Expense, (2) income tax expense, (3)
depreciation expense, (4) amortization expense, and (5) extraordinary or
nonrecurring losses (including, in any event, the payment of the redemption
premium relating to the redemption of the Senior Notes and any charges relating
to deferred costs for the Senior Notes in connection with the redemption
thereof), in each case determined in accordance with

GAAP for such period, plus (B) if requested by the Borrower to be included in
the computation of EBITDA, the pro forma effect (i.e. assuming that the
applicable acquisition was consummated at the beginning of such period) on
EBITDA for such period of any stock (or other applicable equity interest) or
asset acquisition permitted hereunder consummated by the Borrower or any of
its Subsidiaries during the most recent twelve month period preceding the
date of determination, but solely for the number of months immediately
preceding the consummation of the applicable acquisition, which number equals
twelve (12) less the number of months following the consummation of the
applicable acquisition to such date of determination (as reflected in the
audited financial statements covering the applicable target company (or
applicable business thereof), prepared by an independent certified public
accountant of recognized national standing acceptable to the Administrative
Agent, or if such audited financial statements are not available, then at the
request of the Administrative Agent, as reflected in financial statements
covering such company (or business), examined by an independent certified
public accountant of recognized national standing acceptable to the
Administrative Agent), plus (C) if requested by the Borrower to be included
in the computation of EBITDA, the projected EBITDA for such period with
respect to any proposed acquisition or construction of a new Vessel by the
Borrower or any of its Subsidiaries for which an executed written contract
has been delivered to the Administrative Agent, which contract is reasonably
satisfactory to the Administrative Agent (but in any event not to exceed (in
the case of this clause (C)) $3,000,000 in the aggregate during any period of
twelve (12) consecutive months).

"ELIGIBLE ASSIGNEE" means with respect to any Facility (other than the
Letter of Credit Facility), (a) a Lender; (b) an Affiliate of a Lender; and (c)
subject to the prior approval of the Administrative Agent and, so long as no
Event of Default shall have occurred and be continuing, the Borrower, such
approval by the Administrative Agent or the Borrower not to be unreasonably
withheld or delayed, (i) a commercial bank organized under the laws of the
United States, or any State thereof, and having total assets in excess of
$500,000,000; (ii) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof, and having total
assets in excess of $500,000,000; (iii) a commercial bank organized under the
laws of any other country that is a member of the OECD or has concluded special
lending arrangements with the International Monetary Fund associated with its
General Arrangements to Borrow or of the Cayman Islands, or a political
subdivision of any such country, and having total assets in excess of
$500,000,000, so long as such bank is acting through a branch or agency located
in the United States; (iv) the central bank of any country that is a member of
the OECD; and (v) a finance company, insurance company or other financial
institution or fund (whether a corporation, partnership, trust or other entity)
that is engaged in making, purchasing or otherwise investing in commercial loans
(of a size similar to the Advances) in the ordinary course of its business and
having total assets in excess of $500,000,000; and, with respect to the Letter
of Credit Facility, a Person that is an Eligible Assignee under subclause (i) or
(iii) of clause (C) of this definition and is approved by the Administrative
Agent and the Borrower, such approval by the Administrative Agent or the
Borrower not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, that no
Loan Party or Affiliate of a Loan Party shall qualify as an Eligible Assignee
under this definition; provided, further, however, that no Person shall be an
Eligible Assignee

who is not a Coastwise Citizen if the assignment to such Person under Section
11.7 hereof shall result in the Borrower or any of its Subsidiaries not being
permitted to operate any of its Vessels in the coastwise trade.

"ELIGIBLE INVENTORY" means with respect to the Borrowers and its
Domestic Subsidiaries, the aggregate net book value of finished goods and
component parts inventory owned by any of them; PROVIDED that Eligible
Inventory shall not include any inventory: (a) held on consignment, or not
otherwise owned by the Borrower or a Domestic Subsidiary; (b) which has been
returned by a customer or is damaged or subject to any legal encumbrance; (c)
except for the Non-Possession/Lease Excepted Inventory, which is not in the
possession of the Borrower or a Domestic Subsidiary unless the Administrative
Agent has received a waiver from the party in possession of such inventory in
form and substance satisfactory to the Administrative Agent, PROVIDED that
the aggregate net book value of Eligible Inventory (including any
Non-Possession/Lease Excepted Inventory) at machine repair shops does not
exceed $1,500,000; (d) except for the Non-Possession/Lease Excepted
Inventory, which is held by the Borrower or a Domestic Subsidiary on property
leased by the Borrower or a Domestic Subsidiary, unless the Administrative
Agent has received a waiver from the lessor of such leased property and, if
any, sublessor thereof in form and substance satisfactory to the
Administrative Agent; (e) as to which appropriate Uniform Commercial Code
financing statements showing the Borrower or such Domestic Subsidiary as
debtor and the Administrative Agent as secured party have not been filed in
the proper filing office or offices in order to perfect the Administrative
Agent's security interest therein; (f) which has been shipped to a customer
of the Borrower or a Domestic Subsidiary regardless of whether such shipment
is on a consignment basis; (g) which is not so-called "shoreside inventory"
located within the United States of America; or (h) which the Administrative
Agent reasonably deems to be obsolete.

"ELIGIBLE RECEIVABLES" means the aggregate of the unpaid portions of
Receivables: (a) that the Borrower reasonably and in good faith determines to be
collectible; (b) that are with account debtors that (i) are not Affiliates of
the Borrower or its Subsidiaries other than Mormac Marine Transport, Inc.,
PROVIDED that the aggregate amount of Eligible Receivables with Mormac Marine
Transport, Inc. shall not exceed $90,000 at any time, (ii) purchased or leased
the goods or services giving rise to the relevant Receivables in an arm's length
transaction, (iii) are not insolvent or involved in any case or proceeding,
whether voluntary or involuntary, under any bankruptcy, reorganization,
arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar
law of any jurisdiction, and (iv) are, in the Administrative Agent's reasonable
judgment, creditworthy; (c) that are in payment of obligations that have been
fully performed and are not subject to dispute or any other similar claims that
would reduce the cash amount payable therefor; (d) that are not subject to any
pledge, restriction, security interest or other lien or encumbrance other than
those created by the Loan Documents; (e) in which the Administrative Agent has a
valid and perfected first priority security interest; (f) that are not
outstanding for more than one hundred twenty(120) days past the earlier to occur
of (i) the date of the respective invoices therefor, and (ii) the date of
shipment thereof in the case of goods or the end of the calendar month following
the provision thereof in the case of services; (g) that are not due from

any single account debtor (other than the United States government or any
agency thereof) if more than forty (40%) of the aggregate amount of all
Receivables owing from such account debtor would otherwise not be Eligible
Receivables; (h) that are payable in Dollars; and (i) that are not secured by
a letter of credit unless the Administrative Agent has a prior perfected
security interest in such letter of credit.

"ENVIRONMENTAL ACTION" means any action, suit, demand, demand letter,
claim, notice of non-compliance or violation, notice of liability or potential
liability, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law, any Environmental Permit or
Hazardous Material or arising from alleged injury or threat to public health and
safety or the environment, including, without limitation, (a) by any
governmental or regulatory authority or third party for enforcement, cleanup,
Removal, Response, Remedial or other actions or damages and (b) by any
governmental or regulatory authority or third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.

"ENVIRONMENTAL LAW" means any international or transnational law, federal,
state, local or foreign statute, law, ordinance, rule, regulation, code, order,
writ, judgment, injunction, decree or judicial or agency interpretation, policy
or guidance relating to pollution or protection of the environment or natural
resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, threatened release, release or
discharge of Hazardous Materials.

"ENVIRONMENTAL PERMIT" means any permit, approval, identification number,
license or other authorization required under any Environmental Law.

"EQUIPMENT" has the meaning specified in Section 1(a) of the Security
Agreement.

"EQUITY ISSUANCE" means any issuance or sale by the Borrower or any of its
Subsidiaries, on or after the date hereof, of its capital stock or other equity
securities or any obligations convertible into or exchangeable for, or giving
any Person a right, option or warrant to acquire such stock, securities or such
convertible or exchangeable obligations; PROVIDED, HOWEVER, that for purposes of
Section 2.6(b)(iii), the term "Equity Issuance" shall not include any issuance
or sale of (a) capital stock of the Borrower issued on or before the Closing
Date in connection with the Xxxxx Acquisition; (b) preferred and common stock of
the Borrower issued to any director of the Borrower required by applicable law
in connection with such Person acting in such capacity; (c) preferred and common
stock of the Borrower issued to management, directors and employees of the
Borrower or its Subsidiaries, respectively, pursuant to any stock option plan
not prohibited hereunder or the exercise of options issued pursuant thereto; (d)
any capital stock of any Subsidiary of the Borrower issued to the Borrower or
any other Subsidiary of the Borrower; and (e) any preferred stock of the
Borrower issued pursuant to Section 7(c)(ii)(B) of the Xxxxx Acquisition
Agreement.

"EQUITY INTERESTS", means, in any Person, any and all shares, interests,
participations,

rights or other equivalents (however designated) of any capital stock or
other ownership of any profit interest, and any and all warrants, rights,
options, obligations or other securities of or in such Person, and rights to
acquire any of the foregoing, including, without limitation, partnership
interests and joint venture (whether general or limited) and any other
interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, such
partnership or joint venture, but excluding debt for borrowed money and
excluding any debt security that is convertible into, or exchangeable for any
of the foregoing equity interests.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

"ERISA AFFILIATE" means any Person that for purposes of Title IV of ERISA
is a member of the controlled group of any Loan Party, or under common control
with any Loan Party, within the meaning of Section 414 of the Internal Revenue
Code.

"ERISA EVENT" means:

(a) (i) the occurrence of a reportable event, within the meaning of
Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, or

(ii) the requirements of subsection (1) of Section 4043(b) of
ERISA (without regard to subsection (2) of such Section) are met with respect to
a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section
4043(c) of ERISA is reasonably expected to occur with respect to such Plan
within the following 30 days;

(b) the application for a minimum funding waiver with respect to a
Plan;

(c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan under ERISA Section 4041(c), pursuant to Section
4041(a)(2) of ERISA (including any such notice with respect to a plan amendment
referred to in Section 4041(e) of ERISA);

(d) the cessation of operations at a facility of any Loan Party or
any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;

(e) the withdrawal by any Loan Party or any ERISA Affiliate from a
Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA;

(f) the conditions for imposition of a lien under Section 302(f) of
ERISA shall

have been met with respect to any Plan;

(g) the adoption of an amendment to a Plan requiring the provision of
security to such Plan pursuant to Section 307 of ERISA; or

(h) the institution by the PBGC of proceedings to terminate a Plan
pursuant to Section 4042 of ERISA, or the occurrence of any event or condition
described in Section 4042 of ERISA that constitutes grounds for the termination
of, or the appointment of a trustee to administer, such Plan.

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

"EURODOLLAR LENDING OFFICE" means, with respect to any Lender Party, the
office of such Lender Party specified as its "Eurodollar Lending Office"
opposite its name on SCHEDULE I hereto or in the Assignment and Acceptance
pursuant to which it became a Lender Party (or, if no such office is specified,
its Domestic Lending Office), or such other office of such Lender Party as such
Lender Party may from time to time specify to the Borrower and the
Administrative Agent.

"EURODOLLAR RATE" means, for any Interest Period for all Eurodollar Rate
Advances comprising part of the same Borrowing, an interest rate per annum
(rounded upward, if necessary, to the nearest 1/32 of one percent) as determined
on the basis of the offered rates for deposits in U.S. dollars, for a period of
time comparable to such Interest Period which appears on the Telerate Page 3750
as of 11:00 a.m. (London) two (2) Business Days before the first day of such
Interest Period; PROVIDED, HOWEVER, that if the rate described above does not
appear on the Telerate System on any applicable interest determination date, the
Eurodollar Rate shall be the rate (rounded upward as described above, if
necessary) for deposits in U.S. dollars for a period substantially equal to the
interest period on the Reuters Page "LIBO" (or such other page as may replace
the LIBO page on that service for the purpose of displaying such rates), as of
11:00 a.m. (London time) two (2) Business Days before the first day of such
Interest Period.

If both the Telerate and Reuters system are unavailable, then the rate for
that date will be determined on the basis of the offered rates for deposits in
U.S. dollars for a period of time comparable to such Interest Period which are
offered by four major banks in the London interbank market at approximately
11:00 a.m. (London) two (2) Business Days before the first day of such Interest
Period as selected by the Administrative Agent. The principal London office of
each of the four major London banks will be requested to provide a quotation of
its U.S. dollar deposit offered rate. If at least two such quotations are
provided, the rate for that date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that date
will be determined on the basis of the rates quoted for loans in U.S. dollars to
leading European banks for a period of time comparable to such Interest Period
offered by major banks in New York City at approximately 11:00 a.m. (New York
time) two (2) Business Days

before the first day of such Interest Period. In the event that the
Administrative Agent is unable to obtain any such quotation as provided
above, it will be deemed that the Eurodollar Rate for such Interest Rate
cannot be determined.

In the event that the Board of Governors of the Federal Reserve System
shall impose, with respect to any Interest Period, a Eurodollar Rate Reserve
Percentage with respect to Eurocurrency Liabilities, the Eurodollar Rate for
such Interest Period shall be equal to the amount determined above for such
Interest Period divided by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage for such Interest Period.

"EURODOLLAR RATE ADVANCE" means an Advance that bears interest as provided
in Section 2.7(a)(ii).

"EURODOLLAR RATE RESERVE PERCENTAGE" means, for any Interest Period for all
Eurodollar Rate Advances comprising part of the same Borrowing, the reserve
percentage applicable two Business Days before the first day of such Interest
Period under regulations issued from time to time by the Board of Governors of
the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for a member bank of the Federal Reserve
System in New York City with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate on
Eurodollar Rate Advances is determined) having a term equal to such Interest
Period.

"EVENTS OF DEFAULT" has the meaning specified in Article 9.

"EXCESS CASH FLOW" means, for any period the sum of (a) EBITDA of the
Borrower and its Subsidiaries for such period, LESS (b) the sum of (1) Interest
Expense, PLUS (2) the aggregate amount of mandatory and optional prepayments or
repayments of principal (other than the Senior Notes Redemption Payments) made
by the Borrower and its Subsidiaries on any Debt of the Borrower and its
Subsidiaries during such period; PROVIDED, HOWEVER, that, with respect to any
optional prepayment of the Revolving Credit Advances, the amount of such
prepayment shall be expressly excluded from the determination of the amount in
this clause (2) if the Revolving Credit Facility is not, upon such repayment,
permanently reduced by the amount of such prepayment, PLUS (3) Maintenance
Capital Expenditures and Investment Capital Expenditures of the Borrower and its
Subsidiaries during such period, PLUS (4) the aggregate amount of all federal,
state, local and foreign taxes paid by the Borrower and its Subsidiaries during
such period PLUS (5) dividends paid by the Borrower to the holders of its common
stock during such period to the extent that the Borrower is expressly permitted
to pay such dividends under this Agreement, PLUS (6) Compensation Payments to
the extent that the Borrower is expressly permitted to make such Compensation
Payments under this Agreement, PLUS (7) Put Payments to the extent that the
Borrower is expressly permitted to make such Put Payments under this Agreement,
PLUS (8) that portion of such EBITDA consisting of amounts under clause (5) of

the definition of EBITDA.

"EXISTING DEBT" has the meaning specified in Section 4.19(a).

"EXTRAORDINARY RECEIPT" means any cash received by or paid to or for the
account of any Person consisting of proceeds of casualty type insurance (other
than proceeds of business interruption insurance to the extent such proceeds
constitute compensation for lost earnings), and condemnation awards (and
payments in lieu thereof) and indemnity payments relating to third party claims;
PROVIDED, HOWEVER, that an Extraordinary Receipt shall not include cash receipts
received from proceeds of insurance, condemnation awards (and payments in lieu
thereof) or indemnity payments to the extent that such proceeds, awards or
payments (a) in respect of loss or damage to Vessels, Equipment, fixed assets or
real property are applied (or in respect of which expenditures were previously
incurred) to replace or repair the Vessels, Equipment, fixed assets or real
property in respect of which such proceeds, awards or payments were received in
accordance with the terms of the Loan Documents, so long as such application, or
commitment to make such application, is made within twelve (12) months after the
occurrence of such damage or loss; (b) are received by any Person in respect of
any third party claim against such Person and applied to pay (or to reimburse
such Person for its prior payment of) such claim and the costs and expenses of
such Person with respect thereto; or (c) prior to the Term A Draw Date, in
respect of loss or damage to Vessels that are subject to a mortgage pursuant to
the Senior Note Indenture are applied (or in respect of which expenditures were
previously incurred) in accordance with the Senior Note Indenture.

"FACILITY" means the Term A Facility, the Term B Facility, the Revolving
Credit Facility or the Letter of Credit Facility.

"FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate per
annum equal for each day during such period 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 day that
is a Business Day, the average of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

"FISCAL YEAR" means a fiscal year of the Borrower and its Consolidated
Subsidiaries ending on December 31 in any calendar year.

"FIXED CHARGE COVERAGE RATIO" means, with respect to any period, a ratio of
(a) EBITDA of the Borrower and the Guarantors for such period LESS the sum of
(1) Maintenance Capital Expenditures made in cash by the Borrower and its
Subsidiaries during such period, and (2) the aggregate amount of federal, state,
local and foreign income taxes paid in cash by the Borrower and its Subsidiaries
during such period, to (b) the sum of (1) Consolidated cash Interest

Expense payable by the Borrower and its Subsidiaries during such period, and
(2) scheduled principal amounts of all Debt payable by the Borrower and its
Subsidiaries during such period (other than the Senior Notes Redemption
Payments).

"FLEET" means Fleet Bank, N.A. in its capacity as a Lender or Issuing Bank.

"FOREIGN SUBSIDIARY" means any Subsidiary organized under the laws of any
jurisdiction other than the United States of America or any State thereof.

"FUNDED DEBT" means, with respect to the Borrower, the Advances, and with
respect to the Borrower and the other Loan Parties and any other Person, all
other Debt of such Person.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board that are applicable to the
circumstances as of the date of determination.

"GARBAGE INVESTMENT" has the meaning specified in Section 6.6(i).

"GARBAGE SUBSIDIARY" has the meaning specified in Section 6.6(i).

"GUARANTEED OBLIGATIONS" has the meaning specified in the Guaranties.

"GUARANTORS" means (a) each Domestic Subsidiary of the Borrower, but
expressly excluding the Garbage Subsidiary and Xxxxx Insurance, and (b) each
Person which shall have executed and delivered or become a party to a Subsidiary
Guaranty hereunder.

"GUARANTY" means each of the Subsidiary Guaranty.

"HAZARDOUS MATERIALS" means (a) petroleum or petroleum products,
by-products or breakdown products, radioactive materials, asbestos-containing
materials, polychlorinated biphenyls and radon gas and (b) any other chemicals,
materials or substances designated, classified or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law.

"HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.

"HEDGE BANK" means any Lender Party in its capacity as a party to a Bank
Hedge Agreement.

"INDEMNIFIED PARTY" has the meaning specified in Section 11.4(b).

"INDENTURE LIENS" means the security interests, liens and mortgages in, on
and to all right, title and interest of the Old Xxxxx Entities in the Vessels
and certain other assets (other

than the Old Xxxxx Collateral) of the Old Xxxxx Entities, which security
interests, liens and mortgages were created and granted under and pursuant to
the Senior Notes Documents.

"INFORMATION MEMORANDUM" means the information memorandum, dated October,
1998, delivered by the Administrative Agent to the Lenders.

"INITIAL EXTENSION OF CREDIT" means the earlier to occur of the initial
Borrowing and the initial issuance of a Letter of Credit.

"INITIAL ISSUING BANK" has the meaning specified in the recital of parties
to this Agreement.

"INITIAL LENDERS" has the meaning specified in the recital of parties to
this Agreement.

"INITIAL TURECAMO STOCKHOLDERS" means each of the holders of the Turecamo
Stock as at the Closing Date (or otherwise immediately prior to the consummation
of the Xxxxx Acquisition) who, pursuant to the terms of the Xxxxx Acquisition
Agreement, received as compensation, among other things certain number of shares
of the common stock of the Borrower.

"INSUFFICIENCY" means, with respect to any Plan, the amount, if any, of its
unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

"INSURANCE ASSIGNMENT" and "INSURANCE ASSIGNMENTS" has the meaning
specified in Section 3.1(a).

"INTELLECTUAL PROPERTY SECURITY AGREEMENT" has the meaning specified in
Section 3.1(a).

"INTEREST EXPENSE" means, with respect to any Person for any period,
interest expense on all Debt of such Person for such period, determined on a
Consolidated basis for such Person and its Subsidiaries and in accordance with
GAAP, and including, without limitation, but without duplication, (a) in the
case of the Borrower, interest expense in respect of Debt resulting from
Advances, (b) the interest component of all obligations under Capitalized
Leases, (c) commissions, discounts and other fees and charges payable in
connection with letters of credit (including, without limitation, Letters of
Credit), and (d) all fees paid by the Borrower pursuant to Section 2.8(a).

"INTEREST PERIOD" means, for each Eurodollar Rate Advance comprising part
of the same Borrowing, the period commencing on the date of such Eurodollar Rate
Advance or the date of the Conversion of any Prime Rate Advance into such
Eurodollar Rate Advance, and ending on the last day of the period selected by
the Borrower pursuant to the provisions below and, thereafter, each subsequent
period commencing on the last day of the immediately preceding

Interest Period and ending on the last day of the period selected by the
Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one, two, three or six months, as the Borrower may,
upon notice received by the Administrative Agent not later than 11:00 A.M.
(New York time) on the third Business Day prior to the first day of such
Interest Period, select; PROVIDED, HOWEVER, that:

(a) The Borrower may not select any Interest Period with respect to
any Eurodollar Rate Advance under a Facility that ends after any principal
repayment installment date for such Facility unless, after giving effect to such
selection, the aggregate principal amount of Prime Rate Advances and of
Eurodollar Rate Advances having Interest Periods that end on or prior to such
principal repayment installment date for such Facility shall be at least equal
to the aggregate principal amount of Advances under such Facility due and
payable on or prior to such date;

(b) Whenever the last day of any Interest Period would otherwise
occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, PROVIDED,
HOWEVER, that, if such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day;

(c) Whenever the first day of any Interest Period occurs on a day of
an initial calendar month for which there is no numerically corresponding day in
the calendar month that succeeds such initial calendar month, such Interest
Period shall end on the last Business Day of such succeeding calendar month; and

(d) Until the earlier of (i) one hundred twenty (120) days after the
Closing Date, or (ii) the date on which the Administrative Agent notifies the
Borrower that the syndication of the Facilities has been completed, only
Interest Periods with a duration of seven (7) days, if available to all the
Lenders, shall be available to the Borrower for Eurodollar Rate Advances, or if
such Interest Periods are not available to all the Lenders, Interest Periods of
such duration as may be reasonably selected by the Administrative Agent and are
reasonably acceptable to the other Lenders and the Borrower.

"INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued
thereunder.

"INVENTORY" of any person means all of such Person's now owned and
hereafter acquired inventory, goods, merchandise and other personal property,
wherever located, to be furnished under any contract of service or held for sale
or lease, all returned goods, raw materials, other materials and supplies of any
kind, nature or description which are or might be consumed in such Person's
business or used in connection with the packing, shipping, advertising, selling
or finishing of such goods, merchandise and such other personal property, and
all documents of title or other documents representing them.

"INVESTMENT" in any Person means any loan or advance to such Person, any
purchase or other acquisition of any capital stock or other ownership or profit
interest, warrants, rights, options, obligations or other securities of such
Person, any capital contribution to such Person or any other investment in such
Person, including, without limitation, any arrangement pursuant to which the
investor incurs Debt of the types referred to in clause (i) or (j) of the
definition of in respect of such Person.

"INVESTMENT CAPITAL EXPENDITURES" means Capital Expenditures but only to
the extent such Capital Expenditures constitute expenditures for the purchase or
construction (including, without limitation, reasonable construction costs) of
new Vessels but excluding dry dock expenditures; PROVIDED, that Capital
Expenditures shall not include (i) capital expenditures to the extent that such
expenditures constitute a reinvestment of Net Cash Proceeds from any Asset
Disposition not prohibited by this Agreement in, or the investment of casualty
insurance or condemnation proceeds in, Vessels, (ii) the Garbage Investment
and/or any capital expenditures made by the Garbage Subsidiary or any Subsidiary
owned by the Garbage Subsidiary, (iii) any capital expenditures made to purchase
the barge named "Portsmouth" (Official No. 1047057), or (iv) any Investment
incurred under Section 6.6(k).

"ISSUING BANK" means the Initial Issuing Bank and each Eligible Assignee to
which Letter of Credit Commitment hereunder has been assigned pursuant to
Section 11.7.

"LAKES TRANSFER GROUP" means (a) any member(s) of the Lakes Group, (b) any
Subsidiary of such member, (c) any Person who is in the immediate family of any
such member, and (d) any trust(s) for the benefit of any Person(s) referred to
in clauses (a) or (c) of this definition.

"LAKES GROUP" means Lakes Shipping Company, Inc., Xxxxx X. Xxxxxx and
members of his immediate family and Xxxx X. Xxxxxxxxx and members of his
immediate family.

"L/C CASH COLLATERAL ACCOUNT" has the meaning specified in the Security
Agreement.

"L/C RELATED DOCUMENTS" has the meaning specified in Section 2.4(e)(ii)(A).

"LENDER PARTY" means any Lender or the Issuing Bank.

"LENDERS" means the Initial Lenders and each Person that shall become a
Lender hereunder pursuant to Section 11.7.

"LETTER OF CREDIT" means any Letter of Credit issued hereunder (as
specified in Section 2.3(a)).

"LETTER OF CREDIT ADVANCE" means an advance made by the Issuing Bank or any
Revolving Credit Lender pursuant to Section 2.3(c).

"LETTER OF CREDIT AGREEMENT" has the meaning specified in Section 2.3(a).

"LETTER OF CREDIT COMMITMENT" means, with respect to the Issuing Bank, the
amount set forth opposite the Issuing Bank's name on SCHEDULE I hereto under the
caption "Letter of Credit Commitment" or, if the Issuing Bank has entered into
one or more Assignments and Acceptances, set forth for the Issuing Bank in the
Register maintained by the Administrative Agent pursuant to Section 11.7(d) as
the Issuing Bank's "Letter of Credit Commitment", as such amount may be reduced
at or prior to such time pursuant to Section 2.5.

"LETTER OF CREDIT FACILITY" means, at any time, an amount equal to the
amount of the Issuing Bank's Letter of Credit Commitment at such time, as such
amount may be reduced pursuant to Section 2.5.

"LIEN" means any lien, security interest or other charge or encumbrance of
any kind, or any other type of preferential arrangement, including, without
limitation, the lien or retained security title of a conditional vendor and any
encumbrance on title to real property.

"LOAN DOCUMENTS" means (a) this Agreement, (b) the Notes, (c) each
Guaranty, (d) the Collateral Documents, (e) each Letter of Credit Agreement, (f)
each Bank Hedge Agreement, (g) each Additional Collateral Document, and all
other agreements, instruments and documents executed in connection therewith, in
each case as the same may at any time be amended, supplemented, restated or
otherwise modified and in effect.

"LOAN PARTIES" means the Borrower, each Guarantor, and each other Person
who shall, at any time, have executed and delivered a Loan Document to the
Administrative Agent, but expressly excluding the Lender Parties, the Hedge
Banks and the Borrower Stockholders.

"MAINTENANCE CAPITAL EXPENDITURES" means Capital Expenditures excluding
Investment Capital Expenditures but including dry dock expenditures.

"MARGIN STOCK" has the meaning specified in Regulation U.

"MARKET VALUE" has the meaning specified in Section 2.17.

"MATERIAL ADVERSE EFFECT" has the meaning specified in Section 3.1(e).

"MATERIAL CONTRACT" means, with respect to any Person, each contract to
which such Person is a party which is material to the business, condition
(financial or otherwise), operations, performance, properties or prospects of
such Person, and each contract which is a replacement or a substitute for any
such contract.

"XXXXX ACQUISITION" has the meaning specified in the Preliminary
Statements.

"XXXXX ACQUISITION AGREEMENT" has the meaning specified in the Preliminary
Statements.

"XXXXX ACQUISITION DATE" means the date on which the Xxxxx Acquisition
shall have been consummated in accordance with the Xxxxx Acquisition Documents.

"XXXXX ACQUISITION DOCUMENTS" means the Xxxxx Acquisition Agreement and all
schedules and exhibits related thereto.

"XXXXX ACQUISITION PURCHASE PRICE" means the aggregate purchase price
payable by the Borrower under the Xxxxx Acquisition Agreement.

"XXXXX INDIVIDUALS" means Xxxxxxx X. XxXxxx, Xxxxxx X. Xxxxx, Xx., Xxxx X.
Xxxxxxxxxxx, and any officers and employees of the Borrower or its Subsidiaries.

"XXXXX INSURANCE" means Xxxxx Insurance Company Limited, a Bermuda
corporation.

"XXXXX STOCKHOLDERS" has the meaning given that term in the Xxxxx
Acquisition Agreement.

"MORTGAGED VESSEL" means each Vessel registered with the United States
Coast Guard subject to a Preferred Ship Mortgage granted to the Administrative
Agent for the benefit of the Secured Parties.

"MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

"MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan
Party or any ERISA Affiliate and at least one Person other than the Loan Parties
and the ERISA Affiliates or (b) was so maintained and in respect of which any
Loan Party or any ERISA Affiliate could have liability under Section 4064 or
4069 of ERISA in the event such plan has been or were to be terminated.

"NET CASH PROCEEDS" means, with respect to any sale, lease, transfer or
other disposition of any asset or any Debt Issuance or Equity Issuance by any
Person, or any Extraordinary Receipt received by or paid to or for the
account of any Person, the aggregate amount of cash received from time to
time (whether as initial consideration or through payment or disposition of
deferred consideration) by or on behalf of such Person in connection with
such transaction after deducting therefrom only (without duplication) (a)
reasonable and customary brokerage commissions, investment banking fees,
underwriting fees and discounts, legal fees, accounting fees, finder's fees
and other similar out-of-pocket costs, (b) the amount of taxes paid or
payable

in connection with or as a result of such transaction and (c) with respect to
any asset, the amount of any Debt secured by a Lien on such asset that, by
the terms of such transaction, is repaid upon such disposition, in each case
to the extent, but only to the extent, that the amounts so deducted are, at
the time of receipt of such cash, actually paid to a Person that is not an
Affiliate of such Person or any Loan Party or any Affiliate of any Loan Party
and are properly attributable to such transaction or to the asset that is the
subject thereof.

"NON-POSSESSION/LEASE EXCEPTED INVENTORY" means inventory, having an
aggregate net book value not in excess, at any one time, of $1,000,000, which is
not in the possession of the Borrower or its Domestic Subsidiaries and/or is
held on property leased by the Borrower or a Domestic Subsidiary.

"NON-REDEEMABLE PREFERRED STOCK" has the meaning specified in Section 8.4.

"NOTE" means a Term A Note, a Term B Note or a Revolving Credit Note.

"NOTICE OF BORROWING" has the meaning specified in Section 2.2(a).

"NOTICE OF ISSUANCE" has the meaning specified in Section 2.3(a).

"NOTICE OF TERMINATION" has the meaning specified in Section 2.1(d).

"NPL" means the National Priorities List under CERCLA.

"OBLIGATION" means, with respect to any Person, any payment, performance or
other obligation of such Person of any kind, including, without limitation, any
liability of such Person on any claim, whether or not the right of any creditor
to payment in respect of such claim is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, disputed, undisputed, legal,
equitable, secured or unsecured, and whether or not such claim is discharged,
stayed or otherwise affected by any proceeding referred to in Section 9.4.
Without limiting the generality of the foregoing, the Obligations of the Loan
Parties under the Loan Documents include (a) the obligation to pay principal,
interest, Letter of Credit commissions, charges, expenses, fees, attorneys' fees
and disbursements, indemnities and other amounts payable by any Loan Party under
any Loan Document, (b) the obligation of any Loan Party to reimburse any amount
in respect of any of the foregoing that any Lender Party may, after the
occurrence and during the continuance of an Event of Default, elect to pay or
advance on behalf of such Loan Party, and (c) any other obligations arising out
of or under, based upon or relating to the Loan Documents.

"OECD" means the Organization for Economic Cooperation and Development.

"OLD XXXXX" has the meaning specified in the Preliminary Statements to this
Agreement.

"OLD XXXXX COLLATERAL" means all Receivables and Inventory (and the
proceeds thereof) of the Old Xxxxx Entities.

"OLD XXXXX ENTITIES" means, collectively, the following:

(a) Old Xxxxx;
(b) Xxxxx Towing Corporation, a New York corporation;
(c) Xxxxx Towing of Texas, Inc., a Texas corporation;
(d) Seaboard Barge Corporation, a Delaware corporation;
(e) Petroleum Transport Corporation, a Delaware corporation;
(f) Xxxxx Towing of Delaware, Inc., a Delaware corporation;
(g) Xxxxx Services Corporation, a Delaware corporation;
(h) Xxxxx Shipyard Corporation, a New York corporation;
(i) Hampton Roads Land Co., Inc., a Delaware corporation;
(j) Portsmouth Navigation Corporation, a New Hampshire corporation;
(k) Xxxxxxxx Shipyard, Inc., a New York corporation;
(l) Xxxxx Barge Corp., a Delaware corporation;
(m) Xxxxx Insurance;
(n) Xxxxxx Bay Towing Company of Pennsylvania, a Pennsylvania
corporation;
(o) Xxxxxx Bay Towing Company of Virginia, a Virginia Corporation;
(p) Florida Towing Company, a Florida corporation; and
(q) MCF Subsidiary, Inc., a Delaware corporation.

"OLD XXXXX SECURITY AGREEMENT" has the meaning specified in Section 3.1(a).

"OPEN YEAR" has the meaning specified in Section 4.16.

"OTHER TAXES" has the meaning specified in Section 2.12(b).

"PBGC" means the Pension Benefit Guaranty Corporation (or any successor).

"PERMITTED LIENS" means any of the following: (a) Liens for taxes,
assessments and governmental charges or levies (i) not yet due and payable or
(ii) that are due and payable and that are being contested in good faith and by
appropriate proceedings diligently conducted, PROVIDED that in the case of Liens
under this clause (ii), reserves or other appropriate provisions shall have been
established therefor in accordance with GAAP (or, in the case of a Foreign
Subsidiary, the equivalent of GAAP); (b) Liens imposed by law, such as
materialmen's, vendor's, mechanics', carriers', landlord's, vendors, workmen's
and repairmen's Liens and other similar Liens arising in the ordinary course of
business securing obligations that are not overdue for a period of more than
sixty (60) days or which are being contested in good faith and by appropriate
proceedings diligently conducted, PROVIDED that reserves or other appropriate
provisions shall have been established therefor in accordance with GAAP (or, in
the case of a Foreign Subsidiary, the equivalent of GAAP); (c) pledges or
deposits to secure (i) obligations under workers' compensation laws,
unemployment insurance, pension, social security or similar

legislation or to secure public or statutory obligations (ii) liability to
insurance carriers or clubs under insurance or self-insurance arrangements,
(iii) the performance of bids, tenders, trade contracts, leases, surety and
appeal bonds, performance bonds, and other obligations of a like nature, and
(iv) fuel hedging obligations; (d) Permitted Real Property Encumbrances; (e)
the Indenture Liens; (f) Liens permitted under the Preferred Ship Mortgages
and, with respect to the Vessels covered by the Indenture Liens, the Ship
Mortgages (as defined in the Senior Notes Indenture); and (g) rights of the
United States Government to requisition any of the Vessels. Notwithstanding
the foregoing in clause (e) above, at such time when the Senior Notes are
redeemed in full and the Indenture Liens has been released and terminated,
and thereafter, such clause (e) shall be deemed to be excluded from this
definition.

"PERMITTED REAL PROPERTY ENCUMBRANCES" means, with respect to any
particular real property, easements, zoning and building restrictions or other
restrictions, rights-of-way, minor liens or encroachments, covenants or
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not arise out of the incurrence of any Debt and that do not
and could not reasonably be expected to materially interfere with the ordinary
conduct of business of the Borrower or any of its Subsidiaries or materially
impair the use thereof to the Borrower or any Subsidiary.

"PERSON" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

"PLAN" means a Single Employer Plan or a Multiple Employer Plan.

"PRE-COMMITMENT INFORMATION" has the meaning specified in Section 3.1(g).

"PREFERRED SHIP MORTGAGE" means a first preferred ship mortgage covering a
Vessel (or first-preferred fleet mortgages covering more than one Vessel) to be
executed and delivered by the Loan Party that is the owner of such Vessel, in
form and substance acceptable to the Administrative Agent, in order to assure
that the Administrative Agent for the benefit of the Secured Parties has a
perfected security interest in or lien on such Vessel, as amended, supplemented
or otherwise modified from time to time.

"PRIME RATE" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the higher of:

(a) the rate of interest announced publicly by Fleet in Boston,
Massachusetts, from time to time, as Fleet's prime rate, which is not
necessarily the lowest rate made available by Fleet; or

(b) one-half (1/2) of one percent per annum above the Federal Funds
Rate.

"PRIME RATE ADVANCE" means an Advance that bears interest as provided in
Section 2.7(a)(i).

"PRO RATA SHARE" of any amount means, with respect to any Revolving Credit
Lender at any time, the product of such amount times a fraction the numerator of
which is the amount of such Lender's Revolving Credit Commitment at such time
and the denominator of which is the Revolving Credit Facility at such time.

"PUT PAYMENTS" has the meaning specified in Section 6.7(e).

"RECEIVABLES" means all Receivables referred to in the Security Agreement.

"REDUCTION AMOUNT" has the meaning specified in Section 2.6(b)(v).

"REGISTER" has the meaning specified in Section 11.7(d).

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

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

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

"REGULATORY AUTHORITY" means any federal, state, local or other U.S. or
foreign governmental authority, bureau or agency.

"RELEASE" means any release, spill, emission, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping or
disposing into the environment (including the abandonment or discarding of
barrels, containers and other closed receptacles containing any Hazardous
Materials) or into or from any property, including, without limitation, the
movement of any Hazardous Materials through the air, soil, surface waters or
ground water.

"REMEDIAL" shall have the meaning as set forth in CERCLA at 42 U.S.C.
Section 9601(24) and/or any other applicable Environmental Laws.

"REMOVAL" shall have the meaning as set forth in CERCLA at 42 U.S.C.
Section 9601(23) and/or any other applicable Environmental Laws.

"REQUIRED LENDERS" means at any time the Lenders owed or holding greater
than 66-2/3% of the sum of (a) the aggregate principal amount of the Advances
outstanding at such time and (b) the aggregate Available Amount of all Letters
of Credit outstanding at such time, or,

if no such principal amount and no Letters of Credit are outstanding at such
time, the Administrative Agent and the Lenders holding greater than 51% of
the aggregate of the Term A Commitments, Term B Commitments and Revolving
Credit Commitments; PROVIDED, HOWEVER, that if any Lender shall be a
Defaulting Lender at such time, there shall be excluded from the
determination of Required Lenders at such time (i) the aggregate principal
amount of the Advances owing to such Lender (in its capacity as a Lender) and
outstanding at such time, and (ii) the aggregate Term A Commitment, Term B
Commitment and Revolving Credit Commitment of such Lender at such time. For
purposes of this definition, the aggregate principal amount of Letter of
Credit Advances owing to the Issuing Bank and the Available Amount of each
Letter of Credit shall be considered to be owed to the Revolving Credit
Lenders ratably in accordance with their respective Revolving Credit
Commitments.

"RESPONSE" shall have the meaning as set forth in CERCLA at 42 U.S.C.
Section 9601(25) and/or any other applicable Environmental Laws.

"RESPONSIBLE OFFICER" means, with respect to any Loan Party, the Chief
Executive Officer, the President, the Chief Financial Officer, any Vice
President, the Controller or the Treasurer of such Loan Party.

"REVOLVING CREDIT ADVANCE" has the meaning specified in Section 2.1(c).

"REVOLVING CREDIT AVAILABILITY" means, at any time, the lesser of (a) the
Revolving Credit Facility and (b) the Borrowing Base.

"REVOLVING CREDIT BORROWING" means a borrowing consisting of simultaneous
Revolving Credit Advances of the same Type made by the Revolving Credit Lenders.

"REVOLVING CREDIT COMMITMENT" means, with respect to any Revolving Credit
Lender at any time, the amount set forth opposite such Lender's name on SCHEDULE
I hereto under the caption "Revolving Credit Commitment" or, if such Lender has
entered into one or more Assignments and Acceptances, set forth for such Lender
in the Register maintained by the Administrative Agent pursuant to Section
11.7(d) as such Lender's "Revolving Credit Commitment," as such amount may be
reduced at or prior to such time pursuant to Section 2.5. The initial aggregate
amount of the Revolving Credit Lenders' Revolving Credit Commitments is
$40,000,000.

"REVOLVING CREDIT FACILITY" means, at any time, the aggregate amount of the
Revolving Credit Lenders' Revolving Credit Commitments at such time.

"REVOLVING CREDIT LENDER" means any Lender that has a Revolving Credit
Commitment.

"REVOLVING CREDIT NOTE" means a promissory note of the Borrower payable to
the order

of any Revolving Credit Lender, in substantially the form of EXHIBIT C
hereto, evidencing the aggregate indebtedness of the Borrower to such Lender
resulting from the Revolving Credit Advances made by such Lender.

"REVOLVING CREDIT TERMINATION DATE" means the earlier of (a) the sixth
anniversary of the Closing Date, and (b) the Termination Date.

"SECURED OBLIGATIONS" has the meaning specified in the Security Agreement.

"SECURED PARTIES" means the Administrative Agent, the Lender Parties, and
the Hedge Banks and the other Persons the Obligations owing to which are or are
purported to be secured by the Collateral under the terms of the Collateral
Documents.

"SECURITY AGREEMENT" has the meaning specified in Section 3.1(a) and, for
purposes of this definition, Security Agreement shall also include each of the
Old Xxxxx Security Agreement and the Borrower/Turecamo Security Agreement.

"SENIOR NOTES REDEMPTION PAYMENTS" means the principal amount payable in
respect of the Senior Notes to redeem such Senior Notes.

"SENIOR NOTES" means Old Xxxxx'x 11-3/4% First Preferred Ship Mortgage
Notes due 2004 issued under and pursuant to the Senior Notes Indenture.

"SENIOR NOTES DOCUMENTS" means, collectively, the Senior Notes, the Senior
Notes Indenture, the preferred ship mortgages granted on vessels in connection
therewith, and any other documents, agreements and instruments executed and
delivered by the parties thereto in connection therewith, in each case, as
amended, supplemented or otherwise modified from time to time.

"SENIOR NOTES INDENTURE" means the Indenture dated as of July 11, 1994, by
and between Old Xxxxx, the guarantors a party thereto, and State Street Bank &
Trust Company (as successor to Shawmut Bank Connecticut, National Association)
as trustee, executed and delivered by the parties thereto in connection with the
issuance of the Senior Notes, as amended, supplemented or otherwise modified.

"SINGLE EMPLOYER PLAN" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or
any ERISA Affiliate and no Person other than the Loan Parties and the ERISA
Affiliates or (b) was so maintained and in respect of which any Loan Party or
any ERISA Affiliate could have liability under Section 4069 of ERISA in the
event such plan has been or were to be terminated.

"SOLVENT" and "SOLVENCY" mean, with respect to any Person on a particular
date, that on such date (a) the fair value of the assets of such Person (on a
going-concern basis) is greater than

the total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair salable value of the assets
of such Person (on a going-concern basis) is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay such debts and liabilities as they mature and (d)
such Person is not engaged in business or a transaction, and is not about to
engage in business or a transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent
liabilities at any time shall be computed as the amount that, in the light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.
Contribution rights shall be considered assets under this definition.

"STANDBY LETTER OF CREDIT" means any Letter of Credit other than a Trade
Letter of Credit.

"SUBSIDIARY" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits or distributions or
general or limited partnership interests of such partnership, joint venture or
limited liability company or (c) the beneficial interest in such trust or
estate, is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person's other Subsidiaries. Unless otherwise specified herein,
the term Subsidiary shall mean a Subsidiary of the Borrower.

"SUBSIDIARY GUARANTY" has the meaning specified in Section 3.1.

"SURVIVING DEBT" shall have the meaning specified in Section 4.19(b).

"TAXES" has the meaning specified in Section 2.12(a).

"TERM A ADVANCE" has the meaning specified in Section 2.1(a).

"TERM A BORROWING" means a borrowing consisting of simultaneous Term A
Advances of the same Type made by the Term A Lenders.

"TERM A COMMITMENT" means, with respect to any Term A Lender at any time,
the amount set forth opposite such Lender's name on SCHEDULE I hereto under the
caption "Term A Commitment" or, if such Lender has entered into one or more
Assignments and Acceptances, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 11.7(d) as such
Lender's "Term A Commitment," as such amount may be reduced at or prior to

such time pursuant to Section 2.5. The initial aggregate amount of the Term
A Lenders' Term A Commitments is $80,000,000.

"TERM A DRAW DATE" means the date on which the Term A Advances are made to
the Borrower pursuant to and in accordance with the terms of this Agreement.

"TERM A FACILITY" means, at any time, the aggregate amount of the Term A
Lenders' Term A Commitments at such time.

"TERM A FACILITY TERMINATION DATE" means the first anniversary of the
Closing Date.

"TERM A LENDER" means any Lender that has a Term A Commitment.

"TERM A NOTE" means a promissory note of the Borrower payable to the order
of any Term A Lender, in substantially the form of EXHIBIT D hereto, evidencing
the indebtedness of the Borrower to such Lender resulting from the Term A
Advance made by such Lender.

"TERM B ADVANCE" has the meaning specified in Section 2.1(b).

"TERM B BORROWING" means a borrowing consisting of simultaneous Term B
Advances of the same Type made by the Term B Lenders.

"TERM B COMMITMENT" means, with respect to any Term B Lender at any time,
the amount set forth opposite such Lender's name on SCHEDULE I hereto under the
caption "Term B Commitment" or, if such Lender has entered into one or more
Assignments and Acceptances, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 11.7 as such Lender's
"Term B Commitment", as such amount may be reduced at or prior to such time
pursuant to Section 2.5. The initial aggregate amount of the Term B Lenders'
Commitments is $80,000,000.

"TERM B FACILITY" means, at any time, the aggregate amount of the Term B
Lenders' Term B Commitments at such time.

"TERM B LENDER" means any Lender that has a Term B Commitment.

"TERM B NOTE" means a promissory note of the Borrower payable to the order
of any Term B Lender, in substantially the form of EXHIBIT E hereto, evidencing
the indebtedness of the Borrower to such Lender resulting from the Term B
Advance made by such Lender.

"TERM FACILITIES" means the Term A Facility and the Term B Facility.

"TERMINATION DATE" means the date of termination in whole of the
Commitments pursuant to Section 2.5 or Article 9.

"TES" means Turecamo Environmental Services, Inc., a Delaware corporation.

"TOS" means Turecamo of Savannah, Inc., a Georgia corporation.

"TRADE LETTER OF CREDIT" means any Letter of Credit that is issued for the
benefit of a supplier of Inventory to the Borrower or any of its Subsidiaries to
effect payment for such Inventory, the conditions to drawing under which include
the presentation to the Issuing Bank of negotiable bills of lading, invoices and
related documents sufficient, in the judgment of the Issuing Bank, to create a
valid and perfected lien on or security interest in such Inventory, bills of
lading, invoices and related documents in favor of the Issuing Bank.

"TRANSACTION" means the transactions contemplated by the Xxxxx Acquisition
Documents and the Loan Documents.

"TURECAMO ENTITIES" means, collectively, Turecamo Maritime, White Stack,
TOS and TES.

"TURECAMO MARITIME" means Turecamo Maritime, Inc., a Delaware corporation.

"TURECAMO STOCK" has the meaning given that term in the Xxxxx Acquisition
Agreement.

"TURECAMO STOCKHOLDERS" has the meaning given that term in the Xxxxx
Acquisition Agreement.

"TYPE" refers to the distinction between Advances bearing interest at the
Prime Rate and Advances bearing interest at the Eurodollar Rate.

"UNUSED AVAILABILITY" means, as of any date, the amount (if any) by which
the aggregate amount of the Revolving Credit Availability exceeds all Revolving
Credit Advances, PLUS all Letter of Credit Advances, PLUS the aggregate
Available Amount of all Letters of Credit, in each case outstanding at such
date.

"UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to any Revolving
Credit Lender, at any time, (a) such Lender's Revolving Credit Commitment at
such time MINUS (b) the sum (without duplication) of (i) the aggregate principal
amount of all Revolving Credit Advances and Letter of Credit Advances made by
such Lender (in its capacity as a Lender) and outstanding at such time, and (ii)
such Lender's Pro Rata Share of (A) the aggregate Available Amount of all
Letters of Credit outstanding at such time and (B) the aggregate principal
amount of all Letter of Credit Advances made by the Issuing Bank pursuant to
Section 2.3(c) and outstanding at such time.

"VESSEL" means each of the following: (a) each vessel identified on
Schedule 4.29, and

(b) each additional tugboat or barge acquired or constructed and owned by
the Borrower or any of its Subsidiaries after the Closing Date.

"VESSEL COLLATERAL DOCUMENTS" means, collectively, the Earnings
Assignments, the Insurance Assignments and the Preferred Ship Mortgages.

"VISUAL SURVEY" means a "visual survey and appraisal", in form and
substance acceptable to the Administrative Agent, of all of the Vessels owned by
the Borrower and its Subsidiaries performed by a nationally recognized maritime
"appraiser and surveyor" reasonably acceptable to the Administrative Agent.

"VOTING STOCK" means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to
vote has been suspended by the happening of such a contingency.

"WELFARE PLAN" means a welfare plan, as defined in Section 3(1) of ERISA,
that is maintained for employees of any Loan Party or in respect of which any
Loan Party could have liability.

"WHITE STACK" means White Stack Maritime Corp., a Delaware corporation.

"WHOLLY-OWNED SUBSIDIARY" of any Person means a Subsidiary of such Person
all of the outstanding Equity Interests of which shall at the time be owned by
such Person or by one or more Wholly-Owned Subsidiaries of that Person or a
combination thereof.

"WITHDRAWAL LIABILITIES" has the meaning specified in Part I of Subtitle E
of Title IV of ERISA.

SECTION 1.2 COMPUTATION OF TIME PERIODS. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding."

SECTION 1.3 ACCOUNTING TERMS.

(a) For purposes of this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to such terms in
conformity with GAAP. Financial statements and other information furnished to
Lender pursuant to Article 7 shall be prepared in accordance with GAAP (as in
effect at the time of such preparation) on a consistent basis. In the event any
"Accounting Changes" (as defined below) shall occur and such changes affect
financial covenants, standards or terms in this Agreement, then the Borrower and
the Lenders agree to enter into negotiations in order to amend such provisions
of this Agreement so

as to equitably reflect such Accounting Changes with the desired result that
the criteria for evaluating the financial condition of the Borrower shall be
the same after such Accounting Changes as if such Accounting Changes had not
been made, and until such time as such an amendment shall have been executed
and delivered by the Borrower and the Lenders, (a) all financial covenants,
standards and terms in this Agreement shall be calculated and/or construed as
if such Accounting Changes had not been made, and (b) the Borrower shall
prepare footnotes to each Compliance Certificate and the financial statements
required to be delivered hereunder that show the differences between the
financial statements delivered (which reflect such Accounting Changes) and
the basis for calculating financial covenant compliance (without reflecting
such Accounting Changes). "ACCOUNTING CHANGES" means: (a) changes in
accounting principles required by GAAP and implemented by Borrower; (b)
changes in accounting principles recommended by Borrower's certified public
accountants; and (c) changes in carrying value of the Borrower's or any of
its Subsidiaries' assets, liabilities or equity accounts resulting from
adjustments that, in each case, were applicable to, but not included in, the
Pro Forma Financials; provided, however, that "Accounting Changes" shall not
include changes required to be made to accounting principles used by Turecamo
to conform with those of Old Xxxxx. All such adjustments resulting from
expenditures made subsequent to the Closing Date (including, but not limited
to, capitalization of costs and expenses or payment of pre-Closing Date
liabilities) shall be treated as expenses in the period the expenditures are
made and deducted as part of the calculation of EBITDA in such period.

(b) For purposes of determining the computation of all financial
covenants and the Applicable Margin, the term "Subsidiary" shall be deemed to
include the Turecamo Entities and the Old Xxxxx Entities for all periods prior
to the Closing Date.

SECTION 1.4 OTHER DEFINITIONAL PROVISIONS. References to "Sections",
"subsections", "Exhibits" and "Schedules" shall be to Sections, subsections,
Exhibits and Schedules, respectively, of this Agreement unless otherwise
specifically provided. Any of the terms defined in Section 1.1 may, unless the
context otherwise requires, be used in the singular or the plural depending on
the reference. In this Agreement, words importing any gender include the other
genders; the words "including," "includes" and "include" shall be deemed to be
followed by the words "without limitation"; references to agreements and other
contractual instruments shall be deemed to include subsequent amendments,
assignments, and other modifications thereto, but only to the extent such
amendments, assignments and other modifications are not prohibited by the terms
of this Agreement or any other Loan Document; references to Persons include
their respective permitted successors and assigns or, in the case of
governmental Persons, Persons succeeding to the relevant functions of such
Persons; and all references to statutes and related regulations shall include
any amendments of same and any successor statutes and regulations.

ARTICLE 2
AMOUNTS AND TERMS OF
THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.1 THE ADVANCES.

(a) THE TERM A ADVANCES. Each Term A Lender severally agrees, on the
terms and conditions hereinafter set forth, to make a single advance (a "TERM A
ADVANCE") to the Borrower at any time on or after June 30, 1999 (but in no event
later than the Term A Facility Termination Date) in an amount equal to such
Lender's Term A Commitment at such time. The Term A Borrowing shall consist of
Term A Advances made simultaneously by the Term A Lenders ratably according to
their Term A Commitments. Amounts borrowed under this Section 2.1(a) and repaid
or prepaid may not be reborrowed.

(b) THE TERM B ADVANCES. Each Term B Lender severally agrees, on the
terms and conditions hereinafter set forth, to make a single advance (a "TERM B
ADVANCE") to the Borrower on the Closing Date in an amount equal to such
Lender's Term B Commitment at such time. The Term B Borrowing shall consist of
Term B Advances made simultaneously by the Term B Lenders ratably according to
their Term B Commitments. Amounts borrowed under this Section 2.1(b) and repaid
or prepaid may not be reborrowed.

(c) THE REVOLVING CREDIT ADVANCES. Each Revolving Credit Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
advances (each a "REVOLVING CREDIT ADVANCE") to the Borrower from time to time
on any Business Day during the period from the date hereof until the Revolving
Credit Termination Date in an amount for each such Advance not to exceed such
Lender's Unused Revolving Credit Commitment at such time; PROVIDED, HOWEVER,
that no Revolving Credit Lender shall have any obligation to make a Revolving
Credit Advance under this Section 2.1(c) to the extent such Revolving Credit
Advance would (after giving effect to any immediate application of the proceeds
thereof) exceed the Unused Availability. Each Revolving Credit Borrowing shall
be in an aggregate amount of $500,000 or an integral multiple of $100,000 (other
than, in each case, a Borrowing the proceeds of which shall be used solely to
repay or prepay in full outstanding Letter of Credit Advances) and shall consist
of Revolving Credit Advances made simultaneously by the Revolving Credit Lenders
ratably according to their Revolving Credit Commitments. Within the limits of
each Revolving Credit Lender's Unused Revolving Credit Commitment in effect from
time to time, the Borrower may borrow, repay and reborrow Revolving Credit
Advances.

(d) LETTERS OF CREDIT. The Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue letters of credit for the account of
the Borrower (or any Subsidiary of the Borrower provided, that, for purposes of
the Borrower's reimbursement and other obligations hereunder with respect to any
Letter of Credit issued for the account of a Subsidiary, the Borrower shall be
considered the account party) from time to time on any Business Day during the
period from the Closing Date until sixty (60) days before the Revolving Credit
Termination Date (i) in an aggregate Available Amount for all Letters of Credit
not to exceed at any time the Issuing Bank's Letter of Credit Commitment at such
time and (ii) in an Available

Amount for each such Letter of Credit not to exceed (after giving effect to
any immediate application of the proceeds thereof) the Unused Availability.
No Letter of Credit shall have an expiration date (including all rights of
the Borrower or the beneficiary to require renewal) later than (A) the
earlier of sixty (60) days before the Revolving Credit Termination Date, (B)
in the case of a Standby Letter of Credit, 365 days after the date of
issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days
after the date of issuance thereof. The foregoing notwithstanding, any
Standby Letter of Credit may, by its terms, be renewable annually upon
fulfillment of the applicable conditions set forth in Article 3 unless such
Issuing Bank shall have notified the Borrower (with a copy to the
Administrative Agent) on or prior to the date for notice of termination set
forth in such Letter of Credit (but in any event at least sixty (60) Business
Days prior to the date of automatic renewal) of its election not to renew
such Standby Letter of Credit (a "NOTICE OF TERMINATION"); PROVIDED that the
terms of each Standby Letter of Credit that is automatically renewable
annually shall not permit the expiration date (after giving effect to any
renewal) of such Standby Letter of Credit in any event to be extended to a
date later than sixty (60) days before the Revolving Credit Termination Date.
If a Notice of Termination is given by the Issuing Bank pursuant to the
immediately preceding sentence, such Standby Letter of Credit shall expire on
the date on which it otherwise would have been automatically renewed. Within
the limits of the Letter of Credit Facility, and subject to the limits
referred to above, the Borrower may request the issuance of Letters of Credit
under this Section 2.1(d), repay any Letter of Credit Advances resulting from
drawings under Letters of Credit pursuant to Section 2.3(c) and request the
issuance of additional Letters of Credit under this Section 2.1(d).

SECTION 2.2 MAKING THE ADVANCES.

(a) Except as otherwise provided in Section 2.3, each Borrowing shall
be made on notice, given not later than 11:00 A.M. (New York time) on the third
Business Day prior to the date of the proposed Borrowing in the case of
Eurodollar Rate Advances and on the Business Day of the proposed Borrowing in
the case of Prime Rate Advances by the Borrower to the Administrative Agent,
which shall give to each appropriate Lender prompt notice thereof by telex or
telecopier. Each such notice of a Borrowing (a "NOTICE OF BORROWING") may be by
telephone, confirmed immediately in writing, or telex or telecopier in
substantially the form of EXHIBIT F hereto, specifying therein the requested (i)
date of such Borrowing, (ii) Facility under which such Borrowing is to be made,
(iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such
Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate
Advances, initial Interest Period for each such Advance. Each appropriate
Lender shall, before 1:00 P.M. (New York time) on the date of such Borrowing,
make available for the account of its Applicable Lending Office to the
Administrative Agent at the Administrative Agent's Account, in same day funds,
such Lender's ratable portion of such Borrowing in accordance with the
respective Commitments under the applicable Facility of such Lender and the
other appropriate Lenders. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article 3,
the Administrative Agent will make such funds available to the Borrower by
crediting the Borrower's Account; PROVIDED, HOWEVER, that in the case of any
Revolving Credit Borrowing, the Administrative Agent shall

first make a portion of such funds equal to the aggregate principal amount of
any Letter of Credit Advances made by the Issuing Bank and by any other
Revolving Credit Lender and outstanding on the date of such Revolving Credit
Borrowing, PLUS interest accrued and unpaid thereon to and as of such date,
available to the Issuing Bank and such other Revolving Credit Lenders for
repayment of such Letter of Credit Advances.

(b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances if the obligation of
the appropriate Lenders to make Eurodollar Rate Advances shall then be suspended
pursuant to Section 2.9 or Section 2.10, and (ii) the Eurodollar Rate Advances
made on any date may not be outstanding as part of more than ten (10) separate
Borrowings.

(c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each appropriate Lender against any loss, cost or expense incurred by
such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article 3, including, without limitation, any loss
(including loss of anticipated profits as reasonably determined by such Lender),
cost or expense incurred by reason of the liquidation or redeployment of
deposits or other funds acquired by such Lender to fund the Advance to be made
by such Lender as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.

(d) Unless the Administrative Agent shall have received notice from
an appropriate Lender prior to the date of any Borrowing under a Facility under
which such Lender has a Commitment that such Lender will not make available to
the Administrative Agent such Lender's ratable portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion available
to the Administrative Agent on the date of such Borrowing in accordance with
subsection (a) or (b) of this Section 2.2 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay or pay to the Administrative Agent
forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is made available to the Borrower until the
date such amount is repaid or paid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable at such time under Section
2.7 to Advances comprising such Borrowing and (ii) in the case of such Lender,
the Federal Funds Rate. If such Lender shall pay to the Administrative Agent
such corresponding amount, such amount so paid shall constitute such Lender's
Advance as part of such Borrowing for all purposes.

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

other Lender to make the Advance to be made by such other Lender on the date
of any Borrowing.

SECTION 2.3 ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT UNDER LETTERS OF
CREDIT.

(a) REQUEST FOR ISSUANCE. Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York time) on the fifth Business
Day prior to the date of the proposed issuance of such Letter of Credit, by the
Borrower to the Issuing Bank, which shall give to the Administrative Agent and
each Revolving Credit Lender prompt notice thereof by telex or telecopier. Each
such notice of issuance of a Letter of Credit (a "NOTICE OF ISSUANCE") shall be
by telephone, confirmed immediately in writing, or telex or telecopier,
specifying therein the requested (i) date of such issuance (which shall be a
Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration
date of such Letter of Credit, (iv) name and address of the beneficiary of such
Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied
by such application and agreement for letter of credit as the Issuing Bank may
specify to the Borrower for use in connection with such requested Letter of
Credit (a "LETTER OF CREDIT AGREEMENT"). If the requested form of such Letter
of Credit is acceptable to the Issuing Bank, in its sole discretion, the Issuing
Bank will, upon fulfillment of the applicable conditions set forth in Article 3,
make such Letter of Credit available to the Borrower at its office referred to
in Section 11.2 or as otherwise agreed with the Borrower in connection with such
issuance. In the event and to the extent that the provisions of any such Letter
of Credit Agreement shall conflict with this Agreement, the provisions of this
Agreement shall govern.

(b) LETTER OF CREDIT REPORTS. The Issuing Bank shall furnish (i) to
the Administrative Agent on the first Business Day of each week a written report
summarizing issuance and expiration dates of Letters of Credit issued during the
previous week and drawings during such week under all Letters of Credit, (ii) to
the Administrative Agent, the Borrower and each Revolving Credit Lender on the
first Business Day of each month a written report summarizing issuance and
expiration dates of Letters of Credit issued during the preceding month and
drawings during such month under all Letters of Credit and (iii) to the
Administrative Agent, the Borrower and each Revolving Credit Lender on the first
Business Day of each calendar quarter a written report setting forth the average
daily aggregate Available Amount during the preceding calendar quarter of all
Letters of Credit.

(c) DRAWING AND REIMBURSEMENT. The payment by the Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by the Issuing Bank of a Letter of Credit Advance which
shall be a Prime Rate Advance in the amount of such draft. Each of the
Borrower, the Administrative Agent and each Revolving Credit Lender hereby
acknowledges and agrees that Letter of Credit Advances may be made, or deemed
made, by the Issuing Bank in respect of any Letter of Credit and to participate
in all Letter of Credit Advances made hereunder as provided herein. Upon
written demand by the Issuing Bank, with a copy of such demand to the
Administrative Agent, each Revolving Credit Lender shall purchase from the
Issuing Bank, and the Issuing Bank shall sell and assign to each

such Revolving Credit Lender, such Lender's Pro Rata Share of such
outstanding Letter of Credit Advance as of the date of such purchase, by
making available (for the account of its Applicable Lending Office) to the
Administrative Agent (for the account of the Issuing Bank), by deposit to the
Administrative Agent's Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Letter of Credit Advance
to be purchased by such Lender. Promptly after receipt thereof, the
Administrative Agent shall transfer such funds to the Issuing Bank. The
Borrower hereby agrees to each such sale and assignment. Each Revolving
Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter
of Credit Advance on (i) the Business Day on which demand therefor is made by
the Issuing Bank; PROVIDED that notice of such demand is given not later than
11:00 A.M. (New York time) on such Business Day or (ii) the first Business
Day next succeeding such demand if notice of such demand is given after such
time. Upon any such assignment by the Issuing Bank to any other Revolving
Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank
represents and warrants to such other Lender that (i) the Issuing Bank is the
legal and beneficial owner of such interest being assigned by it, free and
clear of any liens, and (ii) the conditions set forth in 3.2 have been
satisfied, but makes no other representation or warranty and assumes no
responsibility with respect to such Letter of Credit Advance, the Loan
Documents or any Loan Party. If and to the extent that any Revolving Credit
Lender shall not have so made the amount of such Letter of Credit Advance
available to the Administrative Agent, such Revolving Credit Lender agrees to
pay to the Administrative Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by the Issuing Bank
until the date such amount is paid to the Administrative Agent, at the
Federal Funds Rate for its account or the account of the Issuing Bank, as
applicable. If such Lender shall pay to the Administrative Agent such amount
for the account of the Issuing Bank on any Business Day, such amount so paid
in respect of principal shall constitute a Letter of Credit Advance made by
such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Letter of Credit Advance made by the
Issuing Bank shall be reduced by such amount on such Business Day.

(d) FAILURE TO MAKE LETTER OF CREDIT ADVANCES. The failure of any
Lender to make any Letter of Credit Advance to be made by it on the date
specified in Section 2.3(c) shall not relieve any other Lender of its obligation
hereunder to make its Letter of Credit Advance on such date, but no Lender shall
be responsible for the failure of any other Lender to make the Letter of Credit
Advance to be made by such other Lender on such date.

SECTION 2.4 REPAYMENT OF ADVANCES.

(a) TERM A ADVANCES. If any amounts are borrowed under Section
2.1(a), then the Borrower shall repay to the Administrative Agent for the
ratable account of the Term A Lenders the aggregate outstanding principal amount
of the Term A Advances on the following dates in the amounts indicated (which
amounts shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.6):

DATE AMOUNTS
---- ---------

September 30, 1999 $2,500,000
December 31, 1999 $2,500,000*
March 31, 2000 $2,500,000
June 30, 2000 $2,500,000
September 30, 2000 $3,125,000
December 31, 2000 $3,125,000
March 31, 2001 $3,125,000
June 30, 2001 $3,125,000
September 30, 2001 $3,625,000
December 31, 2001 $3,625,000
March 31, 2002 $3,625,000
June 30, 2002 $3,625,000
September 30, 2002 $4,500,000
December 31, 2002 $4,500,000
March 31, 2003 $4,500,000
June 30, 2003 $4,500,000
September 30, 2003 $6,250,000
December 31, 2003 $6,250,000
March 31, 2004 $6,250,000
June 30, 2004 $6,250,000

PROVIDED, HOWEVER, that the final principal installment shall be in an amount
equal to the aggregate principal amount of the Term A Advances outstanding on
such date.

(b) TERM B ADVANCES. The Borrower shall repay to the Administrative
Agent for the ratable account of the Term B Lenders the aggregate outstanding
principal amount of the Term B Advances on the following dates in the amounts
indicated (which amounts shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.6):

DATE AMOUNTS
---- ---------

March 31, 1999 $ 200,000
June 30, 1999 $ 200,000

-----------
(*) In the event that the Term A Draw Date occurs on or after September 30,
1999 (but prior to the Term A Facility Termination Date), the $2,500,000 payment
which would have been payable on September 30, 1999 shall be added to the
payment due on December 31, 1999, and thus, the principal amount of the Term A
Advance due on December 31, 1999 shall be $5,000,000.

September 30, 1999 $ 200,000
December 31, 1999 $ 200,000
March 31, 2000 $ 200,000
June 30, 2000 $ 200,000
September 30, 2000 $ 200,000
December 31, 2000 $ 200,000
March 31, 2001 $ 200,000
June 30, 2001 $ 200,000
September 30, 2001 $ 200,000
December 31, 2001 $ 200,000
March 31, 2002 $ 200,000
June 30, 2002 $ 200,000
September 30, 2002 $ 200,000
December 31, 2002 $ 200,000
March 31, 2003 $ 200,000
June 30, 2003 $ 200,000
September 30, 2003 $ 200,000
December 31, 2003 $ 200,000
March 31, 2004 $ 200,000
June 30, 2004 $ 200,000
September 30, 2004 $ 200,000
December 31, 2004 $ 200,000
March 31, 2005 $ 6,250,000
June 30, 2005 $ 6,250,000
September 30, 2005 $ 6,250,000
December 31, 2005 $56,450,000

PROVIDED, HOWEVER, that the final principal installment shall be equal to the
aggregate principal amount of the Term B Advances outstanding on such date.

(c) REVOLVING CREDIT ADVANCES. The Borrower shall repay to the
Administrative Agent for the ratable account of the Revolving Credit Lenders on
the Revolving Credit Termination Date the aggregate principal amount of the
Revolving Credit Advances then outstanding.

(d) LETTER OF CREDIT ADVANCES. (i) The Borrower shall repay to the
Administrative Agent for the account of the Issuing Bank and each other
Revolving Credit Lender that has made a Letter of Credit Advance on the earlier
of demand and the Revolving Credit Termination Date the outstanding principal
amount of each Letter of Credit Advance made by each of them.

(ii) The Obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances:

(A) any lack of validity or enforceability of any Loan
Document, any Letter of Credit Agreement, any Letter of Credit or any other
agreement or instrument relating to any of the foregoing (all of the foregoing
being, collectively, the "L/C RELATED DOCUMENTS");

(B) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations of the Borrower in
respect of any L/C Related Document or any other amendment or waiver of or any
consent to departure from all or any of the L/C Related Documents;

(C) the existence of any claim, set-off, defense or other
right that the Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit (or any Persons for whom any such beneficiary
or any such transferee may be acting), the Issuing Bank, or any other Person,
whether in connection with the transactions contemplated by the L/C Related
Documents or any unrelated transaction;

(D) any statement or any other document presented under a
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;
or

(E) any exchange, release or non-perfection of any
Collateral or other collateral, or any release or amendment or waiver of or
consent to departure from any Guaranty or any other guarantee, for all or any of
the Obligations of the Borrower in respect of the L/C Related Documents;

provided that, nothing contained herein shall be interpreted to waive any right
which the Borrower may have, in the event of the Issuing Bank's gross negligence
or willful misconduct, under Section 11.09.

SECTION 2.5 TERMINATION OR REDUCTION OF THE COMMITMENTS.

(a) OPTIONAL. The Borrower may, upon at least three (3) Business
Days' notice to the Administrative Agent, terminate in whole or reduce in part
the unused portions of the Unused Revolving Credit Commitments HOWEVER, that
each partial reduction of a Facility (i) shall be in an aggregate amount of
$1,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii)
shall be made ratably among the appropriate Lenders in accordance with their
Commitments with respect to such Facility.

(b) MANDATORY.

(i) The Term A Commitments shall automatically terminate in
whole on the Term A Facility Termination Date and all Advances made thereunder
shall be repaid in full, no later than the fifth anniversary of the Term A Draw
Date.

(ii) On the date of the Term B Borrowing, after giving effect
to such Term B Borrowing, and from time to time thereafter upon each
repayment or prepayment of the Term B Advances, the aggregate Term B
Commitments of the Term B Lenders shall be automatically and permanently
reduced, on a pro rata basis, by an amount equal to the amount by which the
aggregate Term B Commitments immediately prior to such reduction exceed the
aggregate unpaid principal amount of the Term B Advances then outstanding;
PROVIDED, HOWEVER, that the Term B Commitments shall terminate, and all
Advances made thereunder shall be repaid in full, no later than December 31,
2005.

(iii) On and after the date that all Term A Advances and Term
B Advances shall have been repaid in full the Revolving Credit Facility shall
be automatically and permanently reduced on each date on which prepayment
thereof is required to be made pursuant to Section 2.6(b)(i), (ii), (iii) or
(iv) in an amount equal to the applicable Reduction Amount, PROVIDED that
each such reduction of the Revolving Credit Facility shall be made ratably
among the Revolving Credit Lenders in accordance with their Revolving Credit
Commitments.

(iv) The Letter of Credit Facility shall be permanently
reduced from time to time on the date of each reduction in the Revolving
Credit Facility by the amount, if any, by which the amount of the Letter of
Credit Facility exceeds the Revolving Credit Facility after giving effect to
such reduction of the Revolving Credit Facility.

(v) In the event the Closing Date shall not have occurred by
October 30, 1998, then all of the Commitments shall be automatically
terminated and this Agreement shall be of no further force or effect.

(vi) Notwithstanding the foregoing in clauses (i), (ii),
(iii), (iv) and (v) of this Section 2.5(b), in the event the Term A Borrowing
is not consummated on or prior to the Term A Facility Termination Date other
than by reason of the breach, if any, by any Lender(s) of its obligation
hereunder to make its Term A Advance), then all of the Commitments shall
automatically and immediately terminate and all the outstanding Advances
shall be payable in accordance with clause (ix) of Section 2.6(b).

SECTION 2.6 PREPAYMENTS.

(a) OPTIONAL. The Borrower may, without premium or penalty, upon
at least one (1) Business Day's notice in the case of Prime Rate Advances and
three (3) Business Days' notice in the case of Eurodollar Rate Advances, in
each case to the Administrative Agent stating

the proposed date and aggregate principal amount of the prepayment, and if
such notice is given, the Borrower shall, prepay the outstanding aggregate
principal amount of the Advances, in whole or ratably in part, together with
accrued interest to the date of such prepayment on the aggregate principal
amount prepaid; PROVIDED, HOWEVER, that (i) (x) in the case of a prepayment
of the Term A Advances or Term B Advances, each partial prepayment shall be
in an aggregate principal amount of $1,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) in the case of a prepayment of the
Revolving Credit Advances, each partial prepayment shall be in an aggregate
principal amount of $250,000 or an integral multiple of $50,000 in excess
thereof and (ii) no such prepayment of a Eurodollar Rate Advance shall be
made other than on the last day of an Interest Period therefor without
payment by the Borrower of the amounts provided for in Section 11.4(c). Each
prepayment made pursuant to this Section 2.6(a) shall, at the Borrower's
option, be applied to either (i) repay the Facilities in the following
manner: FIRST, to prepay Letter of Credit Advances then outstanding until
such Letter of Credit Advances are paid in full; and SECOND, to prepay
Revolving Credit Advances then outstanding until such Revolving Credit
Advances are paid in full; or (ii) be applied to repay the Facilities in the
following manner: FIRST, ratably to the Term A Facility and the Term B
Facility, and ratably to each unpaid installment of principal of each of the
Term Facilities until such installments are paid in full; SECOND, to prepay
Letter of Credit Advances then outstanding until such Letter of Credit
Advances are paid in full; THIRD, to prepay Revolving Credit Advances then
outstanding (whereupon the Revolving Credit Facility shall be permanently
reduced as set forth in Section 2.5(b)(iii)) until such Revolving Credit
Advances are paid in full; and FOURTH, deposited in the L/C Cash Collateral
Account to cash collateralize 100% of the Available Amount of the Letters of
Credit then outstanding. Upon the drawing of any Letter of Credit for which
funds are on deposit in the L/C Cash Collateral Account, such funds shall be
applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as
applicable.

(b) MANDATORY.

(i) Within ninety-five (95) days following the end of each
Fiscal Year, commencing with the Fiscal Year ending December 31, 1999, in
which the ratio of Consolidated Debt to EBITDA at the end of such Fiscal Year
is greater than or equal to 3.00 to 1.00, the Borrower shall execute and
deliver to the Administrative Agent a certificate of the Borrower's chief
executive officer or chief financial officer demonstrating its calculation of
Excess Cash Flow for such Fiscal Year along with a prepayment of the then
outstanding Advances equal to seventy-five percent (75%) of the annual Excess
Cash Flow; PROVIDED, HOWEVER, that if the ratio of Consolidated Debt to
EBITDA, measured at the end of such Fiscal Year of the Borrower, for such
Fiscal Year of the Borrower, is less than 3.00 to 1.00, then the required
prepayment of the then outstanding Advances shall be in the amount of fifty
percent (50%) of the annual Excess Cash Flow for such Fiscal Year rather than
seventy-five percent (75%) of such annual Excess Cash Flow.

(ii) Within fifteen (15) days after receipt by any Loan Party
or any of its Subsidiaries of Net Cash Proceeds from any Asset Disposition
(other than Extraordinary

Receipts the disposition of which shall be governed by the terms of Section
2.6(b)(iv) below), the Borrower shall prepay the then outstanding Advances in
an amount equal to one-hundred percent (100%) of such Net Cash Proceeds;
PROVIDED, HOWEVER, that no prepayment of the then outstanding Advances will
be required under this Section 2.6(b)(ii) with respect to Net Cash Proceeds
from Asset Dispositions, not exceeding $15,000,000 in any Fiscal Year, to the
extent that such Net Cash Proceeds with respect to Vessels are reinvested (or
are committed, pursuant to a binding written commitment, to be reinvested) in
new or used vessels and, with respect to non-vessel assets, are reinvested
(or are committed, pursuant to a binding written commitment, to be
reinvested) in assets of a similar type and nature of those subject to such
disposition, in each case, within twelve (12) months after receipt thereof;
PROVIDED FURTHER, HOWEVER, that the Borrower shall prepay the then
outstanding Advances in an amount equal to (x) all Net Cash Proceeds from
Asset Dispositions received in any Fiscal Year in excess of $15,000,000,
plus, without duplication, (y) all Net Cash Proceeds not so reinvested (or
committed to be reinvested) within twelve (12) months after receipt thereof
(which amounts shall be repaid not later than the date that is twelve (12)
months after the date of receipt thereof).

(iii) Within fifteen (15) days after receipt by any Loan Party
or any of its Subsidiaries of Net Cash Proceeds from any Debt Issuance or
Equity Issuance, the Borrower shall prepay the then outstanding Advances in
an amount equal to, (x) with respect to any Debt Issuance, one hundred
percent (100%) of such Net Cash Proceeds and (y) with respect to any Equity
Issuance, one hundred percent (100%) of such Net Cash Proceeds.

(iv) Within fifteen (15) days after receipt of Net Cash
Proceeds by any Loan Party or any of its Subsidiaries from any Extraordinary
Receipt received by or paid to or for the account of any Loan Party or any of
its Subsidiaries and not otherwise included in clause (i), (ii) or (iii)
above, the Borrower shall prepay the then outstanding Advances in an amount
equal to one hundred percent (100%) of such Net Cash Proceeds in excess of
$250,000 in the aggregate in any fiscal year.

(v) Each prepayment made pursuant to clause (i), (ii), (iii) or
(iv) shall be subject to the provisions of Section 11.4(c) and shall be applied
to prepay the Facilities in the following manner: FIRST, ratably to the Term A
Facility and the Term B Facility, and ratably to each unpaid installment of
principal of each of the Term Facilities until such installments are paid in
full; SECOND, to prepay Letter of Credit Advances then outstanding until such
Letter of Credit Advances are paid in full; THIRD, to prepay Revolving Credit
Advances then outstanding (whereupon the Revolving Credit Facility shall be
permanently reduced as set forth in Section 2.5(b)(iv)) until such Revolving
Credit Advances are paid in full; and FOURTH, deposited in the L/C Cash
Collateral Account to cash collateralize 100% of the Available Amount of the
Letters of Credit then outstanding. Upon the drawing of any Letter of Credit
for which funds are on deposit in the L/C Cash Collateral Account, such funds
shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders,
as applicable. The amount remaining (if any) after the required prepayment of
the Advances then outstanding and the 100% cash collateralization of the
aggregate Available Amount of Letters of Credit then outstanding (the

sum of such prepayment amounts, cash collateralization amounts and remaining
amount being referred to herein as the "REDUCTION AMOUNT") may be retained by
the Borrower. Upon the drawing of any Letter of Credit for which funds are
on deposit in the L/C Cash Collateral Account, such funds shall be applied to
reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable.
Upon the termination of all of the Commitments and the indefeasible payment
in full of all Obligations, including, without limitation, termination or
expiration of all Letters of Credit and the indefeasible payment in full of
all Obligations in respect of all Letters of Credit, then all amounts
remaining on deposit in the L/C Cash Collateral Account shall be returned to
the Borrower.

(vi) Intentionally omitted.

(vii) At any time that the aggregate amount of Revolving
Credit Advances outstanding exceeds the Revolving Credit Availability, the
Borrower shall immediately repay Revolving Credit Advances to the extent
necessary to reduce the principal balance of Revolving Credit Borrowings to an
amount equal to or less than the Revolving Credit Availability.

(viii) The foregoing notwithstanding, the provisions of this
Section 2.6(b) shall not be construed to permit any Equity Issuance, Debt
Issuance or Asset Disposition otherwise prohibited under the terms of this
Agreement.

(ix) Upon the termination of all of the Commitments pursuant to
clause (vi) of Section 2.5(b), the Borrower shall immediately repay all the
outstanding Advances, together with any accrued and unpaid interest, and all
other Obligations owing.

(c) APPLICATION OF PREPAYMENTS TO THE TERM A FACILITY AND THE TERM
B FACILITY. Upon receipt of any amounts to be applied to the prepayment in
respect of the Term A Facility and the Term B Facility pursuant to this
Section 2.6, the Administrative Agent shall apply such amounts to the
prepayment of the Term A Advances and Term B Advances ratably; PROVIDED,
HOWEVER, that if within five (5) Business Days of receiving notice from the
Administrative Agent of a prepayment any Term B Lender notifies the
Administrative Agent that it elects to refuse to accept the prepayment of its
Term B Advances, and the Borrower upon five (5) Business Days' notice
consents to such refusal, the Administrative Agent shall apply the portion of
such prepayment that would have been allocated to the repayment of such
Lender's Term B Advances, to the prepayment of the Advances of the Lenders
under the Term A Facility and of the Advances of the Term B Lenders which
have not so refused ratably to each unpaid installment of principal of each
such Facility (and, if all Lenders under the Term B Facility elect to refuse
their ratable share of such prepayment, only to the Advances of the Lenders
under the Term A Facility). If any Term B Lender shall not give notice to
the Administrative Agent within such five (5) Business Day period, the
Administrative Agent shall assume that such Lender shall have accepted such
prepayment.

SECTION 2.7 INTEREST.

(a) SCHEDULED INTEREST. The Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders, interest on the unpaid
principal amount of each Advance owing to each Lender from the date of such
Advance until such principal amount shall be paid in full, at the following
rates per annum:

(i) PRIME RATE ADVANCES. During such periods as such Advance
is a Prime Rate Advance, a rate per annum equal at all times to the sum of
(x) the Prime Rate in effect from time to time PLUS (y) the Applicable Margin
for such Advance in effect from time to time, payable in arrears monthly on
the last day of each month during such periods and on the date such Prime
Rate Advance shall be Converted or paid in full.

(ii) EURODOLLAR RATE ADVANCES. During such periods as such
Advance is a Eurodollar Rate Advance, a rate per annum equal at all times
during each Interest Period for such Advance to the sum of (x) the Eurodollar
Rate for such Interest Period for such Advance PLUS (y) the Applicable Margin
for such Advance in effect on the first day of such Interest Period, payable
in arrears on the last day of such Interest Period and, if such Interest
Period has a duration of more than three months, on each day that occurs
during such Interest Period every three months from the first day of such
Interest Period and on the date such Eurodollar Rate Advance shall be
Converted or paid in full.

(b) DEFAULT INTEREST. Upon the occurrence and during the
continuance of a Default, the Borrower shall pay interest on (i) the unpaid
principal amount of each Advance owing to each Lender, payable in arrears on
the dates referred to in clause (a)(i) or (a)(ii) above and on demand, at a
rate per annum equal at all times to two percent (2%) per annum above the
rate per annum required to be paid on such Advance pursuant to clause (a)(i)
or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount
of any interest, fee or other amount payable hereunder that is not paid when
due (whether at the stated maturity, by acceleration or otherwise), from the
date such amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full and on
demand, at a rate per annum equal at all times to two percent (2%) per annum
above the rate per annum required to be paid, in the case of interest, on the
Type of Advance on which such interest has accrued pursuant to clause (a)(i)
or (a)(ii) above, and, in all other cases, on Prime Rate Advances pursuant to
clause (a)(i) above.

(c) NOTICE OF INTEREST RATE. Promptly after receipt of a Notice
of Borrowing pursuant to Section 2.2(a), the Administrative Agent shall give
notice to the Borrower and each appropriate Lender of the applicable interest
rate determined by the Administrative Agent.

(d) LIMITATIONS ON INTEREST. All agreements between and among the
Borrower, any Guarantors, any other Loan Party and the Lenders and/or the
Administrative Agent are hereby expressly limited so that in no contingency
or event whatsoever, whether by

reason of acceleration of maturity of the Indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be paid to any Lender for the
use or the forbearance of the Indebtedness incurred hereunder exceed the
maximum permissible under applicable law. As used herein the term
"APPLICABLE LAW" shall mean the law in effect as of the date hereof;
PROVIDED, HOWEVER, that in the event there is a change in the law which
results in a higher permissible rate of interest, then this Agreement and the
Notes issued hereunder shall be governed by such new law as of its effective
date. In this regard it is expressly agreed that it is the intent of the
Borrower, the Lenders and the Administrative Agent in execution, delivery and
acceptance of this Agreement to contract in strict compliance with the laws
of the State of New York from time to time in effect. If under any
circumstances whatsoever, fulfillment of any provision hereof or of any of
the Loan Documents at the time performance of such provision shall be due
shall involve transcending the limits of such validity prescribed by
applicable law, then the obligation to be fulfilled shall automatically be
reduced to the limits of such validity, and if under or from any circumstance
whatsoever the Administrative Agent or any Lender should ever receive as
interest any amount which would exceed the highest lawful rate, such amount
which would be excessive interest shall be applied to the reduction of the
principal balance evidenced by the Notes issued hereunder and not to the
payment of interest. This provision shall control every other provision of
all agreements between and among the Borrower, any Guarantors, any other Loan
Party, the Administrative Agent and the Lenders.

SECTION 2.8 FEES.

(a) COMMITMENT FEES.

(i) With respect to the Revolving Credit Facility, the
Borrower shall pay to the Administrative Agent, for the account of the
Lenders, commitment fees, from the Closing Date in the case of each Initial
Lender and from the effective date specified in the Assignment and Acceptance
pursuant to which it became a Lender in the case of each other Lender until
the Revolving Credit Termination Date payable in arrears quarterly on the
last Business Day of each December, March, June and September, commencing
December 31, 1998, and on the Revolving Credit Termination Date at a rate per
annum equal to .50% per annum on the average daily Unused Revolving Credit
Commitment of such Lender; PROVIDED, HOWEVER, that the commitment fee
referred to in this clause (i) of Section 2.8(a) shall be (A) decreased to
.375% per annum for any periods when the ratio of Consolidated Debt to EBITDA
is equal to or greater than 3.25 to 1.00 but less than 3.75 to 1.00 or (B)
decreased to .25% per annum for any periods when the ratio of Consolidated
Debt to EBITDA is less than 3.25 to 1.00, in each case determined in the same
manner and with the same method for adjustments as is the Applicable Margin
for the Revolving Credit Facility.

(ii) With respect to the Term A Facility, the Borrower shall
pay to the Administrative Agent for the account of the Lenders, commitment
fees, from the Closing Date in the case of the Initial Lenders and from the
effective date specified in the Assignment and Acceptance pursuant to which
it became a Lender in the case of each other Lender until the

earlier of (x) the Term A Facility Termination Date or (y) the Term A Draw
Date payable in arrears quarterly on the last Business Day of each December,
March, June, and September, commencing on December 31, 1998 and ending on the
earlier of (x) the Term A Facility Termination Date or (y) the Term A Draw
Date at a rate per annum equal to 1.00% per annum on the average daily Term A
Commitment of such Lender.

(b) LETTER OF CREDIT FEES.

(i) The Borrower shall pay to the Administrative Agent for
the account of each Revolving Credit Lender a commission, payable in arrears
quarterly on the last Business Day of each December, March, June and
September commencing December 31, 1998 and on the earliest to occur of the
full drawing, expiration, termination or cancellation of any such Letter of
Credit and on the Revolving Credit Termination Date, on such Lender's Pro
Rata Share of the average daily aggregate Available Amount during such
quarter of all Letters of Credit outstanding from time to time at the rate
per annum equal to the Applicable Margin then in effect for Eurodollar
Advances under the Revolving Credit Facility.

(ii) In addition to the foregoing fees described in (i) above,
the Borrower shall pay to the Issuing Bank, for its own account, (x) on the
Available Amount of each Letter of Credit, a fronting fee, for the period
from the date of issuance of such Letter of Credit to and including the
termination thereof, computed at the rate of one quarter of one percent
(1/4%) per annum, payable in arrears quarterly on the last Business Day of
each December, March, June and September of each year and on the date of
termination thereof and (y) transfer fees and other customary fees and
charges in connection with the issuance or administration of each Letter of
Credit as the Borrower and the Issuing Bank shall agree.

(d) ADMINISTRATIVE AGENT'S FEES. The Borrower shall pay to the
Administrative Agent for its own account such fees as may from time to time be
agreed between the Borrower and the Administrative Agent.

SECTION 2.9 CONVERSION OF ADVANCES.

(a) OPTIONAL. The Borrower may on any Business Day, upon notice
given to the Administrative Agent not later than 11:00 A.M. (New York time)
on the third Business Day prior to the date of the proposed Conversion and
subject to the provisions of Sections 2.7 and 2.10, Convert all or any
portion of the Advances of one Type comprising the same Borrowing into
Advances of the other Type; PROVIDED, HOWEVER, that any Conversion of
Eurodollar Rate Advances into Prime Rate Advances shall be made only on the
last day of an Interest Period for such Eurodollar Rate Advances unless the
Borrower pays the amounts, if any, provided for in Section 11.4(c), any
Conversion of Prime Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.1(c), no
Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.2(b) and each Conversion of Advances comprising
part of the same Borrowing under any Facility shall be

made ratably among the appropriate Lenders in accordance with their
Commitments under such Facility. Each such notice of Conversion shall,
within the restrictions specified above, specify (i) the date of such
Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is
into Eurodollar Rate Advances, the duration of the initial Interest Period
for such Advances. Each notice of Conversion shall be irrevocable and
binding on the Borrower.

(b) MANDATORY.

(i) On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced,
by payment or prepayment or otherwise, to less than $500,000, such Advances
shall automatically Convert into Prime Rate Advances.

(ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.1,
the Administrative Agent will forthwith so notify the Borrower and the
appropriate Lenders, whereupon each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Prime Rate Advance.

(iii) Upon the occurrence and during the continuance of
any Event of Default and the acceleration of the Notes, interest thereon and
other amounts payable by the Borrower under this Agreement and the other Loan
Documents pursuant to Article 9, (x) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Prime Rate Advance and (y) the obligation of the Lenders to
make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended.

SECTION 2.10 INCREASED COSTS, ETC.

(a) If due to (i) the introduction or effectiveness, after the
date hereof, of any change in, or any changes in the interpretation of,
reserve requirements included in the Eurodollar Rate Reserve Percentage or
any law or regulation, or (ii) the compliance with any guideline or request,
adopted or issued after the date hereof, from any central bank or other
governmental authority (whether or not having the force of law), there shall
be any increase in the cost to any Lender Party of agreeing to make or of
making, funding or maintaining Eurodollar Rate or Prime Rate Advances or of
agreeing to issue or of issuing or maintaining Letters of Credit or of
agreeing to make or of making or maintaining Letter of Credit Advances
(excluding for purposes of this Section 2.10 any such increased costs
resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall
govern) and (y) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender Party is organized or has its
Applicable Lending Office or any political subdivision thereof), then the
Borrower shall from time to time, upon demand by such Lender Party (with a
copy of such demand to the Administrative Agent), pay to

the Administrative Agent for the account of such Lender Party additional
amounts sufficient to compensate such Lender Party for such increased cost;
PROVIDED, HOWEVER, that a Lender Party claiming additional amounts under this
Section 2.10(a) agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would
avoid the need for, or reduce the amount of, such increased cost that may
thereafter accrue and would not, in the reasonable judgment of such Lender
Party, be otherwise disadvantageous to such Lender Party. A certificate as
to the amount of such increased cost, submitted to the Borrower by such
Lender Party, shall be conclusive and binding for all purposes, absent
manifest error.

(b) If due to (i) the introduction or effectiveness, after the
date hereof, of, any change in, any change or in the interpretation of any
law or regulation or (ii) the compliance with any guideline or request
adopted or issued after the date hereof, from any central bank or other
governmental authority (whether or not having the force of law), there shall
be any increase in the amount of capital required or reasonably expected to
be maintained by any Lender Party or any corporation controlling such Lender
Party as a result of or based upon the existence of such Lender Party's
commitment to lend or to issue Letters of Credit hereunder and other
commitments of such type or the issuance or maintenance of the Letters of
Credit and any Lender Party shall determine that same has or would have the
effect of reducing the rate of return of such Lender Party with respect such
capital, then, upon demand by such Lender Party (with a copy of such demand
to the Administrative Agent), the Borrower shall pay to the Administrative
Agent for the account of such Lender Party, from time to time as specified by
such Lender Party, additional amounts sufficient to compensate such Lender
Party in the light of such circumstances, to the extent that such Lender
Party reasonably determines such increase in capital (and resulting reduction
in return) to be allocable to the existence of such Lender Party's commitment
to lend or to issue Letters of Credit hereunder or to the issuance or
maintenance of any Letters of Credit. A certificate as to such amounts
submitted to the Borrower by such Lender Party shall be conclusive and
binding for all purposes, absent manifest error.

(c) If, with respect to any Eurodollar Rate Advances under any
Facility, Lenders owed greater than fifty percent (50%) of the then aggregate
unpaid principal amount thereof notify the Administrative Agent that the
Eurodollar Rate for any Interest Period for such Advances will not adequately
reflect the cost to such Lenders of making, funding or maintaining their
Eurodollar Rate Advances for such Interest Period, the Administrative Agent
shall forthwith so notify the Borrower and the appropriate Lenders, whereupon
(i) each such Eurodollar Rate Advance under any Facility will automatically,
on the last day of the then existing Interest Period therefor, Convert into a
Prime Rate Advance and (ii) the obligation of the appropriate Lenders to
make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower that such
Lenders have determined that the circumstances causing such suspension no
longer exist.

(d) Notwithstanding any other provision of this Agreement, if the
introduction or effectiveness of, any change in, or any change in the
interpretation of any law or regulation

shall make it unlawful, or any central bank or other governmental authority
shall assert that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances
or to continue to fund or maintain Eurodollar Rate Advances hereunder, then,
on notice thereof and demand therefor by such Lender to the Borrower through
the Administrative Agent, (i) each Eurodollar Rate Advance under each
Facility under which such Lender has a Commitment will automatically, upon
such demand, Convert into a Prime Rate Advance and (ii) the obligation of the
appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist; PROVIDED, HOWEVER, that before making any such
demand, such Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a
different Eurodollar Lending Office if the making of such a designation would
allow such Lender or its Eurodollar Lending Office to continue to perform its
obligations to make Eurodollar Rate Advances or to continue to find or
maintain Eurodollar Rate Advances and would not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.

(e) Failure or delay on the part of any Lender Party to demand
compensation pursuant to Sections 2.10(a) or (b) shall not constitute a
waiver of such Lender Party's right to demand such compensation; PROVIDED,
HOWEVER, that the Borrower shall not be required to compensate a Lender Party
pursuant to such Sections for any increased costs or reductions incurred more
than 120 days prior to the date such Lender Party notifies the Borrower of
the applicable change or other event giving rise to such increased
compensation therefor; PROVIDED, FURTHER, HOWEVER, that, if such change or
other event giving rise to increased costs or reductions is retroactive, then
the 120 day period referred to above shall be extended to include the period
of retroactive effect thereof.

SECTION 2.11 PAYMENTS AND COMPUTATIONS.

(a) The Borrower shall make each payment hereunder and under the
Notes, irrespective of any right of counterclaim or set-off (except as
otherwise provided in Section 2.15), not later than 11:00 A.M. (New York
time) on the day when due in U.S. dollars to the Administrative Agent at the
Administrative Agent's Account in same day funds. The Administrative Agent
will promptly thereafter cause like funds to be distributed (i) if such
payment by the Borrower is in respect of principal, interest, commitment fees
or any other Obligation then payable hereunder and under the Notes to more
than one Lender Party, to such Lender Parties for the account of their
respective Applicable Lending Offices ratably in accordance with the amounts
of such respective Obligations then payable to such Lender Parties and (ii)
if such payment by the Borrower is in respect of any Obligation then payable
hereunder to one Lender Party, to such Lender Party for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant
to Section 11.7(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and
under the Notes in

respect of the interest assigned thereby to the Lender Party assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

(b) If the Administrative Agent receives funds for application to
the Obligations under the Loan Documents under circumstances for which the
Loan Documents do not specify the Advances or the Facility to which, or the
manner in which, such funds are to be applied, the Administrative Agent may,
but shall not be obligated to, elect to distribute such funds to each Lender
Party ratably in accordance with such Lender Party's proportionate share of
the principal amount of all outstanding Advances and the Available Amount of
all Letters of Credit then outstanding in repayment or prepayment of such of
the outstanding Advances or other Obligations owed to such Lender Party, and
for application to such principal installments, as the Administrative Agent
shall direct.

(c) The Borrower hereby authorizes each Lender Party, if and to
the extent payment owed to such Lender Party is not made when due hereunder
or, in the case of a Lender, under the Note held by such Lender, to charge
from time to time against any or all of the Borrower's accounts with such
Lender Party any amount so due.

(d) All computations of interest, fees and Letter of Credit
commissions shall be made by the Administrative Agent on the basis of a year
of 360 days, in each case for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such
interest, fees or commissions are payable. Each determination by the
Administrative Agent of an interest rate, fee or commission hereunder shall
be conclusive and binding for all purposes, absent manifest error.

(e) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or commitment
fee, as the case may be; PROVIDED, HOWEVER, that, if such extension would
cause payment of interest on or principal of Eurodollar Rate Advances to be
made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

(f) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to any Lender
Party hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each such
Lender Party on such due date an amount equal to the amount then due such
Lender Party. If and to the extent the Borrower shall not have so made such
payment in full to the Administrative Agent, each such Lender Party shall
repay to the Administrative Agent forthwith on demand such amount distributed
to such Lender Party together with interest thereon, for each

day from the date such amount is distributed to such Lender Party until the
date such Lender Party repays such amount to the Administrative Agent, at the
Federal Funds Rate.

SECTION 2.12 TAXES.

(a) Any and all payments by the Borrower hereunder or under the
Notes shall be made, in accordance with Section 2.11, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender Party and the Administrative
Agent, net income taxes that are imposed by the United States and income
taxes (or franchise taxes imposed in lieu thereof) that are imposed on such
Lender Party or the Administrative Agent by the state or foreign jurisdiction
under the laws of which such Lender Party or the Administrative Agent (as the
case may be) is organized or any political subdivision thereof and, in the
case of each Lender Party, income taxes (or franchise taxes imposed in lieu
thereof) that are imposed as a result of a present, former or future
connection between the jurisdiction of the governmental authority imposing
such tax or any political subdivision or taxing authority thereof or therein
and such Lender Party (other than a connection resulting solely from the
entering into, and/or making of the Advances or any other payments or
transactions under, the Loan Documents) (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as
"TAXES"). If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder or under any Note to any Lender
Party or the Administrative Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.12)
such Lender Party or the Administrative Agent (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower
shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any present or future
stamp, documentary, excise, property or similar taxes, charges or levies that
arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as "OTHER
TAXES").

(c) The Borrower shall indemnify each Lender Party and the
Administrative Agent for the full amount of Taxes and Other Taxes, and for
the full amount of taxes imposed by any jurisdiction on amounts payable under
this Section 2.12, imposed on or paid by such Lender Party or the
Administrative Agent (as the case may be) and any liability (including
penalties, additions to tax, interest and expenses) arising therefrom or with
respect thereto, except with respect to any Lender Party or the
Administrative Agent, as the case may be, for such a liability arising from
such Lender Party's or the Administrative Agent's, as the case may be,
willful misconduct or gross negligence. This indemnification shall be made
within thirty (30) days from the date on which such Lender Party or the
Administrative Agent, as the case may be, makes

written demand specifying in reasonable detail the basis therefor.

(d) Within thirty (30) days after the date of any payment by the
Borrower of Taxes, the Borrower shall furnish to the Administrative Agent, at
its address referred to in Section 11.2, the original receipt of payment
thereof or a certified copy of such receipt. In the case of any payment
hereunder or under the Notes by or on behalf of the Borrower through an
account or branch outside the United States or by or on behalf of the
Borrower by a payor that is not a United States person, if the Borrower
determines that no Taxes are payable in respect thereof, the Borrower shall
furnish, or shall cause such payor to furnish, to the Administrative Agent,
at such address, an opinion of counsel acceptable to the Administrative Agent
stating that such payment is exempt from Taxes. For purposes of this
subsection (d) and subsection (e), the terms "United States" and "United
States person" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

(e) Each Lender Party organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender or Initial
Issuing Bank, as the case may be, and on the date of the Assignment and
Acceptance pursuant to which it became a Lender Party in the case of each
other Lender Party, and from time to time thereafter as requested in writing
by the Borrower or the Administrative Agent (but only so long thereafter as
such Lender Party remains lawfully able to do so), provide each of the
Administrative Agent and the Borrower with two (2) original Internal Revenue
Service forms 1001 or 4224, as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes. If the forms provided by a
Lender Party at the time such Lender Party first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess
of zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender Party provides the appropriate form certifying
that a lesser rate applies, whereupon withholding tax at such lesser rate
only shall be considered excluded from Taxes for periods governed by such
form; PROVIDED, HOWEVER, that, if at the date of the Assignment and
Acceptance pursuant to which a Lender Party becomes a party to this
Agreement, the Lender Party assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall
include (in addition to withholding taxes that may be imposed in the future
or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Lender Party assignee on such
date. If any form or document referred to in this subsection (e) requires
the disclosure of information, other than information necessary to compute
the tax payable and information required on the date hereof by Internal
Revenue Service form 1001 or 4224, that the Lender Party reasonably considers
to be confidential, the Lender Party shall give notice thereof to the
Borrower and shall not be obligated to include in such form or document such
confidential information.

(f) For any period with respect to which a Lender Party has failed
to provide

the Borrower with the appropriate form described in subsection (e) (other
than if such failure is due to a change in law occurring after the date on
which a form originally was required to be provided or if such form otherwise
is not required under subsection (e)), such Lender Party shall not be
entitled to indemnification under subsection (a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; PROVIDED, HOWEVER,
that should a Lender Party become subject to Taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such steps as such
Lender Party shall reasonably request to assist such Lender Party to recover
such Taxes.

(g) Any Lender Party claiming any additional amounts payable
pursuant to this Section 2.12 agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional
amounts that may thereafter accrue and would not, in the reasonable judgment
of such Lender Party, be otherwise disadvantageous to such Lender Party.

SECTION 2.13 SHARING OF PAYMENTS, ETC. If any Lender Party shall obtain
at any time any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) (i) on account of Obligations due and
payable to such Lender Party hereunder or under the Notes at such time in
excess of its ratable share (according to the proportion of (x) the amount of
such Obligations due and payable to such Lender Party at such time to (y) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder or under the
Notes at such time obtained by all the Lender Parties at such time or (ii) on
account of Obligations owing (but not due and payable) to such Lender Party
hereunder and under the Notes at such time in excess of its ratable share
(according to the proportion of (x) the amount of such Obligations owing to
such Lender Party at such time to (y) the aggregate amount of the Obligations
owing (but not due and payable) to all Lender Parties hereunder and under the
Notes at such time) of payments on account of the Obligations owing (but not
due and payable) to all Lender Parties hereunder and under the Notes at such
time obtained by all of the Lender Parties at such time, such Lender Party
shall forthwith purchase from the other Lender Parties such participations in
the Obligations due and payable or owing to them, as the case may be, as
shall be necessary to cause such purchasing Lender Party to share the excess
payment ratably with each of them; PROVIDED, HOWEVER, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender Party, such purchase from each other Lender Party shall be rescinded
and each such other Lender Party shall repay to the purchasing Lender Party
the purchase price to the extent of such Lender Party's ratable share
(according to the proportion of (x) the purchase price paid to such Lender
Party to (y) the aggregate purchase price paid to all Lender Parties) of such
recovery together with an amount equal to such Lender Party's ratable share
(according to the proportion of (x) the amount of such other Lender Party's
required repayment to (y) the total amount of such required repayments to the
purchasing Lender Party) of any interest or other amount paid or payable by
the purchasing Lender Party in respect of the total amount so recovered.

The Borrower agrees that any Lender Party so purchasing a participation from
another Lender Party pursuant to this Section 2.13 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender Party
were the direct creditor of the Borrower in the amount of such participation.

SECTION 2.14 USE OF PROCEEDS.

The proceeds of the Advances and issuances of Letters of Credit
shall be available, and the Borrower shall use such proceeds and Letters of
Credit solely (i) to finance in part the Xxxxx Acquisition, (ii) to pay fees
and expenses incurred in connection with the Xxxxx Acquisition, (iii) to
finance working capital and capital expenditures of the Borrower and its
Subsidiaries (provided that, prior to the Term A Draw Date, the aggregate
amount of outstanding Revolving Credit Advances (or applicable portion
thereof) and Letter of Credit Advances (or applicable portion thereof) the
proceeds or credit of which (in the case of Revolving Credit Advances), or
credit represented by which (in the case of Letters of Credit) has been
advanced or made available by the Borrower to the Old Xxxxx Entities, shall
not, at any one time, exceed $15,000,000), and (iv) to finance general
corporate purposes of the Borrower and its Subsidiaries (including, without
limitation, payment of any prepayment premium incurred in connection with the
prepayment of the Senior Notes); PROVIDED, HOWEVER, that the Term A Facility
(and no other Facility) shall be available solely for the purpose of funding
the redemption of the Senior Notes.

SECTION 2.15 DEFAULTING LENDERS.

(a) In the event that, at any one time, (i) any Lender Party shall
be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted
Advance to the Borrower and (iii) the Borrower shall be required to make any
payment hereunder or under any other Loan Document to or for the account of
such Defaulting Lender, then the Borrower may, so long as no Default shall
occur or be continuing at such time and to the fullest extent permitted by
applicable law, set off and otherwise apply the obligation of the Borrower to
make such payment to or for the account of such Defaulting Lender against the
obligation of such Defaulting Lender to make such Defaulted Advance. In the
event that, on any date, the Borrower shall so set off and otherwise apply
its obligation to make any such payment against the obligation of such
Defaulting Lender to make any such Defaulted Advance on or prior to such
date, the amount so set off and otherwise applied by the Borrower shall
constitute for all purposes of this Agreement and the other Loan Documents an
Advance by such Defaulting Lender made on the date under the Facility
pursuant to which such Defaulted Advance was originally required to have been
made pursuant to Section 2.1. Such Advance shall be a Prime Rate Advance and
shall be considered, for all purposes of this Agreement, to comprise part of
the Borrowing in connection with which such Defaulted Advance was originally
required to have been made pursuant to Section 2.1, even if the other
Advances comprising such Borrowing shall be Eurodollar Rate Advances on the
date such Advance is deemed to be made pursuant to this subsection (a). The
Borrower shall notify the Administrative Agent at any time the Borrower
exercises its right of set-off pursuant to this subsection (a) and shall set
forth in such notice (i) the name of the

Defaulting Lender and the Defaulted Advance required to be made by such
Defaulting Lender and (ii) the amount set off and otherwise applied in
respect of such Defaulted Advance pursuant to this subsection (a). Any
portion of such payment otherwise required to be made by the Borrower to or
for the account of such Defaulting Lender which is paid by the Borrower,
after giving effect to the amount set off and otherwise applied by the
Borrower pursuant to this subsection (a), shall be applied by the
Administrative Agent as specified in subsection (b) or (c) of this Section
2.15.

(b) In the event that, at any one time, (i) any Lender Party shall
be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted
Amount to the Administrative Agent or any of the other Lender Parties and
(iii) the Borrower shall make any payment hereunder or under any other Loan
Document to the Administrative Agent for the account of such Defaulting
Lender, then the Administrative Agent may, on its behalf or on behalf of such
other Lender Parties and to the fullest extent permitted by applicable law,
apply at such time the amount so paid by the Borrower to or for the account
of such Defaulting Lender to the payment of each such Defaulted Amount to the
extent required to pay such Defaulted Amount. In the event that the
Administrative Agent shall so apply any such amount to the payment of any
such Defaulted Amount on any date, the amount so applied by the
Administrative Agent shall constitute for all purposes of this Agreement and
the other Loan Documents, payment, to such extent, of such Defaulted Amount
on such date (provided that, the Borrower shall, for purposes of its
obligation to the Defaulting Lender, still be deemed to have made payment to
the Defaulting Lender). Any such amount so applied by the Administrative
Agent shall be retained by the Administrative Agent or distributed by the
Administrative Agent to such other Lender Parties, ratably in accordance with
the respective portions of such Defaulted Amounts payable at such time to the
Administrative Agent and such other Lender Parties and, if the amount of such
payment made by the Borrower shall at such time be insufficient to pay all
Defaulted Amounts owing at such time to the Administrative Agent and the
other Lender Parties, in the following order of priority:

(i) FIRST, to the Administrative Agent for any Defaulted
Amount then owing to the Administrative Agent; and

(ii) SECOND, to the Lender Parties for any Defaulted Amounts
then owing to such Lender Parties, ratably in accordance with such respective
Defaulted Amounts then owing to such Lender Parties.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

(c) In the event that, at any one time, (i) any Lender Party shall
be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted
Advance or a Defaulted Amount and (iii) the Borrower, the Administrative
Agent or any other Lender Party shall be

required to pay or distribute any amount hereunder or under any other Loan
Document to or for the account of such Defaulting Lender, then the Borrower
or such other Lender Party shall pay such amount to the Administrative Agent
to be held by the Administrative Agent, to the fullest extent permitted by
applicable law, in escrow or the Administrative Agent shall, to the fullest
extent permitted by applicable law, hold in escrow such amount otherwise held
by it. Any funds held by the Administrative Agent in escrow under this
subsection (c) shall be deposited by the Administrative Agent in an account
with Fleet, in the name and under the control of the Administrative Agent,
but subject to the provisions of this subsection (c). The terms applicable
to such account, including the rate of interest payable with respect to the
credit balance of such account from time to time, shall be Fleet's standard
terms applicable to escrow accounts maintained with it. Any interest
credited to such account from time to time shall be held by the
Administrative Agent in escrow under, and applied by the Administrative Agent
from time to time in accordance with the provisions of, this subsection (c).
The Administrative Agent shall, to the fullest extent permitted by applicable
law, apply all funds so held in escrow from time to time to the extent
necessary to make any Advances required to be made by such Defaulting Lender
and to pay any amount payable by such Defaulting Lender hereunder and under
the other Loan Documents to the Administrative Agent or any other Lender
Party, as and when such Advances or amounts are required to be made or paid
and, if the amount so held in escrow shall at any time be insufficient to
make and pay all such Advances and amounts required to be made or paid at
such time, in the following order of priority:

(i) FIRST, to the Administrative Agent for any amount then
due and payable by such Defaulting Lender to the Administrative Agent
hereunder;

(ii) SECOND, to the Lender Parties for any amount then due and
payable by such Defaulting Lender to such Lender Parties hereunder, ratably
in accordance with such respective amounts then due and payable to such
Lender Parties; and

(iii) THIRD, to the Borrower for any Advance then required to
be made by such Defaulting Lender pursuant to a Commitment of such Defaulting
Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by
such Lender Party to the Obligations owing to such Lender Party at such time
under this Agreement and the other Loan Documents in such manner as the
Administrative Agent shall reasonably direct.

(d) The rights and remedies against a Defaulting Lender under this
Section 2.15 are in addition to other rights and remedies that the Borrower
may have against such Defaulting Lender with respect to any Defaulted Advance
and that the Administrative Agent or any Lender Party may have against such
Defaulting Lender with respect to any Defaulted Amount.

SECTION 2.16 REMOVAL OF LENDER. In the event that any Lender Party (an
"AFFECTED LENDER") (a) demands payment of costs or additional amounts
pursuant to Section 2.10 or Section 2.12, (b) asserts, pursuant to Section
2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate
Advances, or (c) which was a Coastwise Citizen at the time it became a Lender
hereunder but thereafter lost its status as such, then (subject, with respect
to clauses (a) and (b) hereof, to such Affected Lender's right to rescind
such demand or assertion within 10 days after the notice from the Borrower
referred to below and so long as no Event of Default exists) the Borrower
may, upon 20 days' prior written notice to such Affected Lender and the
Administrative Agent, with the reasonable assistance of the Administrative
Agent, elect to cause such Affected Lender to assign all of its rights and
obligations under the Agreement (including, without limitation, all of its
Commitment or Commitments, the Advances owing to it and the Note or Notes
held by it) to an Eligible Assignee selected by the Borrower which is
reasonably satisfactory to the Administrative Agent, so long as such Affected
Lender receives payment in full in cash of the outstanding principal amount
of all Advances made by it and all accrued and unpaid interest thereon and
all other amounts due and payable to such Affected Lender as of the effective
date of such assignment (including, without limitation, amounts owing to such
Affected Lender pursuant to Section 2.3, 2.4, 2.7, 2.8, 2.10 or 2.12) and in
such case such Affected Lender agrees to make such assignment, and such
assignee shall agree to accept such assignment and assume all the obligations
of such Affected Lender hereunder, in accordance with Section 11.7. Until
the consummation of an assignment in accordance with the foregoing provisions
of this Section 2.16, the Borrower shall continue to pay to the Affected
Lender any Obligations as they become due and payable.

SECTION 2.17 BORROWING BASE DETERMINATION. The Borrowing Base shall be
determined, as of the date of the most recent Borrowing Base Certificate
received by the Administrative Agent, as follows:

(a ) "BORROWING BASE" means:

(1) for the period commencing on the Closing Date and ending
on the day immediately preceding the Term A Draw Date, the lesser of (i)
$20,000,000 and (ii) eighty percent (80%) of Eligible Receivables; and

(2) for the period from and after the Term A Draw Date, an
amount equal to the sum of (i) eighty percent (80%) of Eligible Receivables,
PLUS (ii) fifty percent (50%) of Eligible Inventory, PLUS (iii) eighty
percent (80%) of the Market Value of Mortgaged Vessels, PLUS (iv) the lesser
of (A) fifty percent (50%) of all the reasonable construction costs in
respect of the construction of new Vessels and (B) $7,500,000, PROVIDED,
HOWEVER, that, if the construction of such a new Vessel is not fully
completed in all material respects and deemed seaworthy by an appraiser
reasonably acceptable to the Administrative Agent within twenty-four (24)
months after the date on which a Revolving Credit Advance was made for such
construction, then such Vessel shall be excluded from the calculation of
clause (iv) of clause (2) of this definition.

(b) "MARKET VALUE" means the fair market value as determined by
Midland Marine or any other appraiser reasonably satisfactory to the
Administrative Agent.

(c) With respect to each Vessel that is acquired used or newly
constructed, the Administrative Agent, based on a Visual Survey of such
Vessel, shall determine, using its reasonable judgment, whether such Vessel
shall be included in the calculation of the Borrowing Base. A Visual Survey
of such Vessel must be performed and delivered to the Administrative Agent
and the Lender Parties so as to enable the Administrative Agent to make such
determination.

ARTICLE 3
CONDITIONS OF LENDING

SECTION 3.1 CONDITIONS PRECEDENT TO INITIAL EXTENSION OF CREDIT. The
obligation of each Lender to make an Advance, or of the Issuing Bank to issue
a Letter of Credit, in each case, on the occasion of the Initial Extension of
Credit hereunder is subject to the satisfaction of each of the following
conditions precedent before or concurrently with the Initial Extension of
Credit:

(a) The Administrative Agent shall have received on or before the
day of the Initial Extension of Credit the following, each dated such day
(unless otherwise specified), in form and substance satisfactory to the
Administrative Agent and the Lenders, and in sufficient copies (except for
the Notes), for each Lender Party:

(i) (A) the Term A Notes payable to the order of the Term A
Lenders, (B) the Term B Notes payable to the order of the Term B Lenders and
(C) the Revolving Credit Notes payable to the order of the Revolving Credit
Lenders, in each case duly executed by the Borrower.

(ii) A security agreement in substantially the form of EXHIBIT
G granting to the Administrative Agent, for the ratable benefit of the
Secured Parties, a first and only priority security interest in all of the
personal property and assets (excluding real property, the capital stock of
the Garbage Subsidiary or any Subsidiary of the Garbage Subsidiary, Vessels,
and customer contracts (including, without limitation, charters and contracts
of affreightment) of the Borrower and each Turecamo Entity (together with the
Old Xxxxx Security Agreement and each other security agreement delivered
pursuant to Section 5.13, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms, whether one or more,
each a "SECURITY AGREEMENT"), duly executed by the Borrower and each Turecamo
Entity, together with:

(A) proper, duly executed financing statements under the
Uniform Commercial Code of all jurisdictions that the Administrative Agent may
deem

necessary or desirable in order to perfect and protect the first and only
priority Liens and security interests created under the Security Agreement,
covering the Collateral described in the Security Agreement;

(B) completed requests for information, dated on or before
the date of the Initial Extension of Credit, listing all effective financing
statements filed that name the Borrower or any other Loan Party as debtor,
together with copies of such financing statements;

(C) evidence of the completion of all other recordings
and filings of or with respect to the Security Agreement that the
Administrative Agent may deem necessary or desirable in order to perfect and
protect the Liens created thereby;

(D) evidence of the insurance required by the terms of the
Security Agreement;

(E) copies of the Assigned Agreements, if any, referred
to in the Security Agreement, together with a consent to such assignments, if
any, in substantially the form of Exhibit C to the Security Agreement, duly
executed by each party to such Assigned Agreements other than the Borrower;

(F) certificates representing the Pledged Shares
referred to in the Security Agreement, accompanied by undated stock powers
executed in blank and irrevocable proxies;

(G) in the case of the Borrower's Foreign Subsidiaries
(other than Xxxxx Insurance), all action necessary to allow the
Administrative Agent to obtain a valid and enforceable, first priority,
perfected security interest in 65% of the stock of each Foreign Subsidiary
and a memorandum to the Administrative Agent from appropriate foreign counsel
confirming that the Administrative Agent, on behalf of the Secured Parties,
has obtained a valid and enforceable first priority perfected security
interest in the relevant Pledged Stock or outlining the steps necessary to
obtain a perfected security interest in the relevant Pledged Stock; and

(H) evidence that all other action that the
Administrative Agent may reasonably deem necessary or desirable in order to
perfect and protect the first and only priority liens and security interests
created under the Security Agreement has been taken.

The security agreement executed and delivered pursuant to this clause (ii) by
the Borrower and the Turecamo Entities, as amended, supplemented or otherwise
modified from time to time in accordance with its terms, is referred to as
the "BORROWER/TURECAMO SECURITY AGREEMENT".

(iii) A security agreement in substantially the form of
EXHIBIT H granting to the Administrative Agent, for the ratable benefit of the
Secured Parties, a first and

only priority security interest in all of the Old Xxxxx Collateral (as
amended, supplemented or otherwise modified from time to time in accordance
with its terms, the "OLD XXXXX SECURITY AGREEMENT"), duly executed by the Old
Xxxxx Entities, together with:

(A) proper, duly executed financing statements under the
Uniform Commercial Code of all jurisdictions that the Administrative Agent
may deem necessary or desirable in order to perfect and protect the first and
only priority Liens and security interests created under the Old Xxxxx
Security Agreement, covering the Collateral described in the Old Xxxxx
Security Agreement;

(B) completed requests for information, dated on or
before the date of the Initial Extension of Credit, listing all effective
financing statements filed that name each of the Old Xxxxx Entities as
debtor, together with copies of such financing statements;

(C) evidence of the completion of all other recordings
and filings of or with respect to the Old Xxxxx Security Agreement that the
Administrative Agent may deem necessary or desirable in order to perfect and
protect the Liens created thereby;

(D) evidence of the insurance required by the terms of the
Old Xxxxx Security Agreement;

(E) copies of the Assigned Agreements, if any, referred
to in the Old Xxxxx Security Agreement, together with a consent to such
assignments, if any, in substantially the form of Exhibit C to the Old Xxxxx
Security Agreement, duly executed by each party to such Assigned Agreements
other than the Old Xxxxx Entities;

(F) evidence that all other action that the
Administrative Agent may reasonably deem necessary or desirable in order to
perfect and protect the first and only priority liens and security interests
created under the Old Xxxxx Security Agreement has been taken.

(iv) An intellectual property security agreement in
substantially the form of EXHIBIT I hereto granting to the Administrative
Agent for the ratable benefit of the Lenders a first and only priority
security interest in all of the Borrower's and each Turecamo Entity's
intellectual property (together with each other intellectual property
security agreement delivered pursuant to Section 3.4 or Section 5.13, in each
case as amended, supplemented or otherwise modified from time to time in
accordance with its terms, each an "INTELLECTUAL PROPERTY SECURITY
AGREEMENT"), duly executed by the Borrower and each Guarantor, together with
evidence that all action that the Administrative Agent may deem necessary or
desirable in order to perfect and protect the first and only priority Liens
and security interests created under the Intellectual Property Security
Agreement has been taken.

(v) A pledge agreement substantially in the form of EXHIBIT J
hereto

(as hereafter amended, supplemented or otherwise modified from time to time
in accordance with its terms, the "BORROWER STOCKHOLDERS PLEDGE AGREEMENT")
duly executed by the Borrower Stockholders pursuant to which all of the
issued and outstanding capital stock of the Borrower shall be pledged to the
Administrative Agent for the benefit of the Secured Parties as security for
the Obligations, together with (i) the certificates representing all shares
pledged thereunder, undated stock powers executed in blank and proxies with
respect thereto and (ii) proper, duly executed financing statements under the
Uniform Commercial Code of all jurisdictions that the Administrative Agent
may deem necessary in order to perfect and protect the first and only
priority Liens and security interests created under the Borrower Stockholders
Pledge Agreement covering the shares pledged pursuant thereto.

(vi) A guaranty in substantially the form of EXHIBIT K
(together with each other guaranty executed and delivered pursuant to Section
3.4 or Section 5.13, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms, whether one or more,
the "SUBSIDIARY GUARANTY"), duly executed by the Guarantors, to the extent
provided therein.

(vii) With respect to each Vessel described in Part I
(Vessels owned by the Loan Parties other than the Old Xxxxx Entities) of
Schedule 4.29, the following:

(A) a Preferred Ship Mortgage covering such Vessel duly
executed by the Loan Party that is the owner of such Vessel and, in
connection therewith, such Vessel shall have been duly documented in the name
of the Loan Party holding title thereto under the laws of the United States,
such Preferred Ship Mortgage shall have been duly recorded by the United
States Coast Guard, and such Preferred Ship Mortgage shall constitute a
preferred mortgage on the Vessel subject thereto, subject only to existing
first preferred mortgages in favor of the Administrative Agent for the
benefit of the Secured Party;

(B) an assignment covering the earnings and requisition
compensation, if any, of such Vessel, in form and substance satisfactory to
the Administrative Agent (hereinafter sometimes referred to individually as
an "EARNINGS ASSIGNMENT", and together as the "EARNINGS ASSIGNMENTS"), duly
executed by the Loan Party that is the owner of such Vessel and, in
connection therewith, such Loan Party shall have executed and delivered to
the Administrative Agent notices of assignment and authorizations to collect
insurance claims and to collect general average contributions, in such form
and in such number of counterparts as may be reasonably requested by the
Administrative Agent;

(C) an assignment covering the insurances of such
Vessel, in form and substance satisfactory to the Administrative Agent
(hereinafter sometimes referred to individually as an "INSURANCE ASSIGNMENT,"
and together as the "INSURANCE ASSIGNMENTS"; the Earnings Assignments and the
Insurance Assignments are hereinafter sometimes referred to individually as
an "ASSIGNMENT" and, together, as the "ASSIGNMENTS"), duly executed by the
Loan Party that is the owner of such Vessel;

(D) copies of cover notes and certificates of entry
evidencing the insurance covered by such Vessel;

(E) authorizations to inspect class records of such Vessel
owned by the Loan Party that is the owner thereof, in such form and such number
of counterparts as may be reasonably requested by the Administrative Agent, duly
executed by such Loan Party;

(F) a true and complete copy of a certificate of ownership
and encumbrance issued by the United States Coast Guard showing such Loan Party
to be the sole owner of such Vessel free and clear of all Liens of record except
(i) the Preferred Ship Mortgage covering such Vessel in favor of the
Administrative Agent for the benefit of the Secured Parties, and (ii) the
Permitted Liens;

(G) for each Vessel to the extent it is required to be
maintained in class in order to operate in the service in which it is operating,
the certificate of American Bureau of Shipping for such Vessel, dated not more
than fourteen (14) days prior to the Closing Date, confirming that such Vessel
is in such class without material recommendation (except for such
recommendations which, when taken together with other recommendations for all
Vessels, could not reasonably be expected to have a Material Adverse Effect);

(H) a copy of the current certificate of inspection issued
by the United States Coast Guard for such Vessel, if available, and reflecting
no outstanding recommendations (except for such recommendations which, when
taken together with other recommendations for all Vessels, could not reasonably
be expected to have a Material Adverse Effect); and

(I) (1) written advice from J&H Xxxxx & McLennan,
Inc., insurance brokers, of the placement of the insurances covering such
Vessel; (2) written confirmation from such brokers, that they have received
no notice of the assignment (except to the Administrative Agent) of the
insurances or any claim covering such Vessel; (3) an opinion of such brokers
to the effect that such insurance complies with the applicable provisions of
this Agreement and of the Preferred Ship Mortgage covering such Vessel, where
applicable; and (4) an agreement by such brokers, in form and substance
satisfactory to the Administrative Agent, whereunder the insurances of such
Vessel, and claims thereunder, will not be affected by nonpayment of premiums
on any other insurances.

(viii) Certified copies of resolutions of the Board of
Directors of each Loan Party approving the Xxxxx Acquisition, this Agreement,
the Notes, and each other Loan Document and Xxxxx Acquisition Document to
which it is or is to be a party, and of all documents evidencing other
necessary corporate action and governmental and other third party approvals
and consents, if any, with respect to the Xxxxx Acquisition, this Agreement,
the Notes, and each other Loan Document and Xxxxx Acquisition Document.

(ix) A copy of the charter of each Loan Party and each
amendment thereto, certified (as of a date reasonably near the date of the
Initial Extension of Credit) by the Secretary of State of the jurisdiction of
its incorporation as being a true and correct copy thereof.

(x) A copy of a certificate of the Secretary of State of the
jurisdiction of its incorporation, dated reasonably near the date of the
Initial Extension of Credit, listing the charter of each Loan Party and each
amendment thereto on file in its office and certifying that (A) such
amendments are the only amendments to such Loan Party's charter on file in
its office, (B) such Loan Party has paid all franchise taxes to the date of
such certificate and (C) such Loan Party is duly incorporated and in good
standing under the laws of the State of the jurisdiction of its incorporation.

(xi) A copy of a certificate of the Secretary of State of each
State listed on SCHEDULE 4.2, dated reasonably near the date of the Initial
Extension of Credit, stating that each Loan Party is duly qualified and in
good standing as a foreign corporation in such State and has filed all annual
reports required to be filed to the date of such certificate.

(xii) A certificate of each Loan Party signed on behalf of
such Loan Party by a Responsible Officer and/or the Secretary or an Assistant
Secretary of such Loan Party, as the case may be, dated the date of the
Initial Extension of Credit (the statements made in such certificate shall be
true on and as of the date of the Initial Extension of Credit), certifying as
to (A) the absence of any amendments to the charter of such Loan Party since
the date of the Secretary of State's certificate referred to in Section
3.1(a)(xi), (B) a true and correct copy of the by-laws of such Loan Party as
in effect on the date of the Initial Extension of Credit, (C) the due
incorporation and good standing of such Loan Party as a corporation organized
under the laws of the jurisdiction of its incorporation, and the absence of
any proceeding for the dissolution or liquidation of such Loan Party, (D) the
truth of the representations and warranties contained in the Loan Documents
as though made on and as of the date of the Initial Extension of Credit and
(E) the absence of any event occurring and continuing, or resulting from the
Initial Extension of Credit, that constitutes a Default or an Event of
Default.

(xiii) A certificate of the Secretary or an Assistant
Secretary of each Loan Party certifying the names and true signatures of the
officers of such Loan Party authorized to sign this Agreement, the Notes,
each other Loan Document to which they are or are to be parties and the other
documents to be delivered hereunder and thereunder.

(xiv) Such financial, business and other information regarding
each Loan Party and each such Person's Subsidiaries as any of the Lenders
shall have reasonably requested, including, without limitation, information
as to possible contingent liabilities, tax matters, Environmental Actions,
Environmental Permits, obligations under Plans, Multiemployer Plans and
Welfare Plans, collective bargaining agreements and other arrangements with
employees, audited annual financial statements dated December 31, 1997,
interim financial

statements dated the end of the most recent fiscal quarter for which
financial statements are available (or, in the event the Initial Lenders due
diligence review reveals material changes since such financial statements, as
of a later date within thirty (30) days of the day of the Initial Extension
of Credit), pro forma financial statements as to each of the Borrower and its
Subsidiaries and forecasts prepared by management of the Borrower, all in
form and substance reasonably satisfactory to the Lenders.

(xv) A Notice of Borrowing with respect to each Facility
pursuant to which the Borrower shall request an Initial Extension of Credit.

(b) The Administrative Agent and the Initial Lenders shall be
satisfied with the corporate and legal structure and capitalization of each
Loan Party and each of its Subsidiaries after giving effect to the
consummation of the Xxxxx Acquisition, including, without limitation, the
terms and conditions of the charter, by-laws and each class of capital stock
of each Loan Party and each such Subsidiary and of each agreement or
instrument relating to such structure or capitalization.

(c) The Initial Lenders shall be satisfied that all Existing Debt
other than the Surviving Debt has been (or, upon consummation of the Xxxxx
Acquisition will be) prepaid, redeemed or defeased in full or otherwise
satisfied and extinguished and that all Surviving Debt shall be on terms and
conditions satisfactory to the Initial Lenders.

(d) There shall have occurred no material adverse change in the
business, condition (financial or otherwise), operations, performance,
properties or prospects of either (i) the Borrower and the Old Xxxxx
Entities, taken as a whole, since March 31, 1998 or (ii) the Turecamo
Entities, taken as a whole, since December 31, 1997.

(e) Other than the Disclosed Litigation, there shall exist no
action, suit, investigation, litigation or proceeding pending or threatened
in any court or before any arbitrator or governmental or regulatory agency or
authority that (i) could reasonably be expected to (A) have a material
adverse effect on the business, condition (financial or otherwise), results
of operations or properties of the Borrower and its Subsidiaries, taken as a
whole, (B) adversely affect the ability of the Borrower or any Guarantor to
perform its obligations under the Loan Documents or (C) materially and
adversely affect the rights and remedies of the Administrative Agent and the
Lender Parties under the Loan Documents or (ii) purports to materially and
adversely affect any aspect of the Transaction or the Facilities
(collectively, a "MATERIAL ADVERSE EFFECT"); and there shall have been no
Material Adverse Change in the status, or financial effect on the Borrower or
any of its Subsidiaries, of the Disclosed Litigation from that described on
SCHEDULE 4.9.

(f) All governmental and third party consents and approvals
necessary in connection with each aspect of the Xxxxx Acquisition and the
Facilities shall have been obtained (without the imposition of any conditions
that are not acceptable to the Initial Lenders) and shall

remain in effect; all applicable waiting periods shall have expired without
any adverse action being taken by any competent authority; and no law or
regulation shall be applicable in the reasonable judgment of the Initial
Lenders that restrains, prevents or imposes materially adverse conditions
upon any aspect of the Xxxxx Acquisition or the Facilities.

(g) The Initial Lenders shall have completed a due diligence
investigation of the Borrower, the other Loan Parties and their respective
Subsidiaries in scope, and with results, satisfactory to the Initial Lenders;
the Borrower and its Subsidiaries shall have given the Administrative Agent
such access to their respective books and records as the Administrative Agent
may have requested upon reasonable notice in order to carry out its
investigations, appraisals and analyses, including, but not limited to,
calculation of the value of Eligible Receivables and Eligible Inventory, and
the Administrative Agent shall have received all additional financial,
business and other information regarding the Borrower and its Subsidiaries
and properties as they shall have reasonably requested. All of the
information, taken as a whole, provided by the Borrower or any of its
Subsidiaries to the Administrative Agent and the Initial Lenders prior to
their commitment in respect of the Facilities (the "PRE-COMMITMENT
INFORMATION") shall be true and correct in all material respects, and no
development or change shall have occurred, and no additional information
shall have come to the attention of the Administrative Agent or the Initial
Lenders, that (i) has resulted in or could reasonably be expected to result
in a material change in, or material deviation from, the Pre-Commitment
Information, taken as a whole, or (ii) has had or could reasonably be
expected to have a Material Adverse Effect. The Administrative Agent shall be
reasonably satisfied with the results, taken as a whole, of interviews
conducted and other investigations made with respect to the Borrower's
relationships with its customers.

(h) The Borrower and each Guarantor shall have delivered a
certificate, in form and substance satisfactory to the Administrative Agent,
attesting to the Solvency of the Borrower or Guarantor, as applicable, in
each case individually and together with its Subsidiaries, immediately before
and immediately after giving effect to the Transaction, from its respective
chief financial officer.

(i) Intentionally omitted.

(j) The Lenders shall be reasonably satisfied that (i) the
Borrower and its Subsidiaries will be able to meet in all material respects
their respective obligations under all employee and retiree welfare plans,
(ii) the employee benefit plans of the Borrower and its Subsidiaries are, in
all material respects, funded in accordance with the minimum statutory
requirements, (iii) no material "reportable event" (as defined in ERISA, but
excluding events for which reporting has been waived) has occurred as to any
such employee benefit plan and (iv) no termination of, or withdrawal from,
any such employee benefit plan has occurred or is contemplated that could
reasonably be expected to result in a material liability. The Borrower shall
have delivered to the Administrative Agent certified copies of each
employment agreement and other compensation arrangement with each executive
officer of each Loan Party.

(k) The Administrative Agent shall be reasonably satisfied with
the amount, types and terms and conditions of all insurance maintained by the
Borrower and its Subsidiaries, and the Administrative Agent shall have
received endorsements naming the Administrative Agent, on behalf of the
Lenders, as loss payee or an additional insured, as applicable, under all
insurance policies to be maintained with respect to the properties of the
Borrower and its Subsidiaries forming any part of the Lenders' Collateral
under the Security Agreement and the other Loan Documents and Collateral
Documents.

(l) The Administrative Agent shall have received satisfactory
opinions of counsel for the Borrower, the other Loan Parties and the Borrower
Stockholders and local and special counsel (including, without limitation,
maritime counsel) to the extent requested by the Administrative Agent, as to
the Transaction and the Xxxxx Acquisition.

(m) There shall exist no Default or Event of Default under any of
the Loan Documents, and all legal matters incident to the Initial Extension
of Credit shall be reasonably satisfactory to counsel for the Administrative
Agent.

(n) All accrued reasonable fees and expenses of the Administrative
Agent (including the reasonable fees and expenses of counsel for the
Administrative Agent and local counsel for the Administrative Agent) shall
have been paid.

(o) The Xxxxx Acquisition shall have been consummated (prior to or
contemporaneously with the Initial Extension of Credit) pursuant to the terms
and conditions of the Xxxxx Acquisition Agreement (and none of the material
terms or conditions of the Xxxxx Acquisition Agreement shall have been waived
or modified except with the prior written consent of the Administrative Agent
and the Required Lenders) and in compliance with all applicable laws and with
all necessary consents and approvals. The final terms and conditions of the
Xxxxx Acquisition Documents and the resulting corporate structure of the
Borrower and its Subsidiaries following the Xxxxx Acquisition shall be
reasonably satisfactory in all material respects to the Administrative Agent
and the Initial Lenders.

(p) The Administrative Agent shall have received certified copies
of each of the material Xxxxx Acquisition Documents, each of which shall be
satisfactory to the Initial Lenders and in full force and effect.

(q) The Administrative Agent shall be satisfied that there are no
state takeover laws and no supermajority charter provisions applicable to the
Xxxxx Acquisition, or that any conditions to avoiding such restrictions have
been satisfied.

(r) The Administrative Agent shall have received a Visual Survey,
which Visual Survey shall reflect in the aggregate a fair market value of all
of the Vessels identified on Schedule 4.29 of not less than $200,000,000 as
at the Closing Date.

(s) The Administrative Agent shall have received copies of all of
the Senior Notes Documents all of which shall be satisfactory in form and
substance to the Administrative Agent, and certified as true and complete by
a Responsible Officer.

(t) All Advances made under this Agreement shall be in full
compliance with all applicable requirements of law, including, without
limitation, Federal Reserve Regulations T, U, and X.

(u) The Administrative Agent shall have received such bank consent
agreements, third party consents, intercreditor agreements or other
agreements, as deemed necessary or desirable in the Administrative Agent's
sole discretion, to preserve or otherwise in respect of the Administrative
Agent's rights in the Collateral.

(v) The Administrative Agent shall have received such other
approvals, opinions or documents as any Lender through the Administrative
Agent may reasonably request, and all legal matters incident to such
Borrowing shall be reasonably satisfactory to counsel for the Administrative
Agent.

SECTION 3.2 CONDITIONS PRECEDENT TO EACH BORROWING OTHER THAN A TERM A
BORROWING AND LETTER OF CREDIT ADVANCES. The obligation of each appropriate
Lender to make an Advance (other than (i) a Term A Borrowing, or (ii) a
Letter of Credit Advance made by the Issuing Bank or a Revolving Credit
Lender pursuant to Section 2.3(c)), and the obligation of the Issuing Bank to
issue a Letter of Credit (including the initial issuance thereof) or renew a
Letter of Credit and the right of the Borrower to request the issuance or
renewal of a Letter of Credit, shall each be subject to the further
conditions precedent that on the date of each such Borrowing or issuance or
renewal:

(a) The following statements shall be true and the Administrative
Agent shall have received a certificate signed by a duly authorized
Responsible Officer of the Borrower, on behalf of the Borrower, dated the
date of such Borrowing or issuance or renewal, stating that (and each of the
giving of the applicable Notice of Borrowing or Notice of Issuance and the
acceptance by the Borrower of the proceeds of a Borrowing or of a Letter of
Credit or the renewal of a Letter of Credit shall constitute a representation
and warranty by the Borrower that both on the date of such notice and on the
date of such Borrowing or issuance or renewal such statements are true):

(i) the representations and warranties contained in each Loan
Document are true and correct in all material respects on and as of such
date, before and after giving effect to such Borrowing or issuance or renewal
and to the application of the proceeds therefrom, as though made on and as of
such date, except for (A) representations or warranties which expressly
relate to an earlier date in which case such representations and warranties
shall be true and correct, in all material respects, as of such earlier date;
or (B) representations or warranties which are no longer true as a result of
a transaction expressly permitted hereunder;

(ii) no event has occurred and is continuing, or would result
from such Borrowing or issuance or renewal or from the application of the
proceeds therefrom, that constitutes a Default or an Event of Default; and

(iii) for each Revolving Credit Advance or issuance or renewal
of any Letter of Credit, after giving effect to such Advances or issuance or
renewal, respectively, there shall not be a Borrowing Base Deficiency.

(b) The Administrative Agent shall have received such other
approvals, opinions or documents (consistent with the other terms and
provisions hereof) as any appropriate Lender through the Administrative Agent
may reasonably request, and all legal matters incident to such Borrowing or
issuance of such Letter of Credit shall be reasonably satisfactory to counsel
for the Administrative Agent.

SECTION 3.3 DETERMINATIONS UNDER SECTION 3.1. For purposes of
determining compliance with the conditions specified in Section 3.1, each
Initial Lender shall be deemed to have consented to, approved or accepted or
to be satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Initial
Lenders unless an officer of the Administrative Agent responsible for the
transactions contemplated by the Loan Documents shall have received written
notice from such Initial Lender prior to the Initial Extension of Credit
specifying its objection thereto and, if the Initial Extension of Credit
consists of a Borrowing, such Initial Lender shall not have made available to
the Administrative Agent such Initial Lender's ratable portion of such
Borrowing.

SECTION 3.4 CONDITIONS PRECEDENT TO THE TERM A BORROWING. The
obligation of each Term A Lender to make a Term A Advance shall be subject to
the satisfaction of each of the following conditions precedent before or
concurrently with the extension of the Term A Advances:

(a) The following statements shall be true and the Administrative
Agent shall have received a certificate signed by a duly authorized
Responsible Officer of the Borrower, on behalf of the Borrower, dated the
date of the Term A Borrowing, stating that (and the giving of the applicable
Notice of Borrowing in respect of the Term A Borrowing and the acceptance by
the Borrower of the proceeds of the Term A Borrowing shall constitute a
representation and warranty by the Borrower that both of the date of such
notice and on the date of such Borrowing are true):

(i) the representations and warranties contained in Sections
4.1, 4.3 (other than the last sentence thereof), 4.4, 4.5, 4.6(a), 4.7, 4.10,
4.18 (but not as to any Subsidiary whose insolvency could not reasonably be
expected to have a Material Adverse Effect), and 4.29(a) are true and correct
in all material respects on and as of such date before and after giving
effect to such Term A Borrowing and to the application of the proceeds
therefrom, as though

made on and as of such date, except for (A) representations or warranties
which expressly relate to an earlier date in which case such representations
and warranties shall be true and correct, in all material respects, as of
such earlier date, or (B) representations or warranties which are no longer
true as a result of a transaction expressly permitted hereunder;

(ii) no event has occurred and is continuing, or would result
from such Term A Borrowing or from the application of the proceeds therefrom
that constitutes a Default or an Event of Default under Section 6.1 (but
excluding any Default or Event of Default due to a non-material Lien), 6.2,
6.4, 6.5, 6.6, 6.7, 6.17, 6.19, 7.3, 7.4 or 7.19, Article 8, or Section 9.1
(except a Default (but not an Event of Default) with respect to any amount
not consisting of principal or interest), 9.6, 9.10, 9.12 or 9.13(b); and

(iii) Since the date of the Closing, there has been no
change in the condition of the Vessels, taken as a whole, which materially
and adversely affects the ability of the Borrower and its Subsidiaries to
conduct their business (taken as a whole) in the ordinary course of business.

(b) All of the Indenture Liens shall have been fully and
completely released and terminated (simultaneously with the making of the
Term A Advance), evidence of which shall be satisfactory to the
Administrative Agent and the Lender Parties;

(c) Each of the Old Xxxxx Entities shall have executed and
delivered Loan Documents similar to those described in clauses (ii) and (iv)
of Section 3.1(a) and/or otherwise shall have amended and restated the Loan
Documents to which it is currently a party, in each case in form and
substance reasonably acceptable to the Administrative Agent and the Lender
Parties (provided that, in the case of the Security Agreement under such
clause (ii), there shall be excluded from the collateral thereunder, in
addition to the other types of exclusions noted in such clause (ii), (A) any
assets of the Garbage Subsidiary (or any Subsidiary of the Garbage Subsidiary
or joint venture of the Garbage Subsidiary) and (B) the capital stock and
assets of Xxxxx Insurance); and

(d) With respect to each Vessel set forth on Part II (Vessels
owned by the Old Xxxxx Entities) of Schedule 4.29 and any additional Vessel
owned by any of the Old Xxxxx Entities, the Borrower shall deliver, or shall
cause to be delivered, to the Administrative Agent the documents described in
clause (vii) of Section 3.1(a) (except that the condition set forth in
Section 3.4(a)(iii) above shall replace the condition set forth in the
parenthetical phrase in Section 3.1(a)(vii)(G) and (H)).

(e) The proceeds from the Term A Borrowing shall be used solely for
the purpose of redeeming in full the Senior Notes.

(f) The Administrative Agent shall have received a Notice of
Borrowing in respect of the Term A Advance in accordance with the terms of
this Agreement.

(g) In addition to the delivery of a Notice of Borrowing pursuant
to clause (f) above, the Borrower shall give the Administrative Agent and
the Lender Parties not less than fifteen (15) Business Days prior written
notice of its intention to borrow under the Term A Facility so as to redeem
in full the Senior Notes.

(h) The Administrative Agent shall have received (1) opinions of
counsel for the Borrower and the other Loan Parties (including maritime
counsel) reasonably satisfactory to the Administrative Agent and (2) such
corporate resolutions, corporate certificates, corporate documents and other
similar documents as the Administrative Agent and the Lender Parties shall
reasonably request.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows:

SECTION 4.1 ORGANIZATION. Each Loan Party (a) is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, (b) is duly qualified and in good standing
as a foreign corporation in each other jurisdiction in which it owns or
leases property or in which the conduct of its business requires it to so
qualify or be licensed except where the failure to so qualify or be licensed
could not reasonably be expected to have a Material Adverse Effect and (c)
has all requisite corporate power and authority (including, without
limitation, all governmental licenses, permits and other approvals) to own or
lease and operate its properties and to carry on its business as now
conducted and as proposed to be conducted.

SECTION 4.2 SUBSIDIARIES. Set forth on SCHEDULE 4.2 hereto is a
complete and accurate list of the Borrower and all Subsidiaries of each Loan
Party, showing as of the date hereof (i) the jurisdiction of its
incorporation or formation, (ii) the jurisdictions in which such Loan Party
is duly qualified and in good standing as a foreign corporation or Person,
(iii) the number of shares of each class of capital stock or other equity
interests authorized, and the number outstanding, and as to each of them that
is a legal entity other than a corporation (but not a natural person), and
the owners (other than shares of the Borrower publicly held other than by
Affiliates) of such equity interests (including the identity of any partner
thereof as a general or limited partner), in each case after giving effect to
the Xxxxx Acquisition any other acquisitions to the extent permitted under
this Agreement and the percentage of the outstanding shares or other
interests of each such class owned (directly or indirectly) by such Loan
Party and the number of shares or other interests covered by all outstanding
options, warrants, rights of conversion or purchase and similar rights after
giving effect to the Xxxxx Acquisition and any other acquisitions to the
extent permitted under this Agreement. As of the date hereof, all of the
outstanding capital stock or other equity interests of all of the Borrower
and each of such Subsidiaries has been validly

issued, is fully paid and non-assessable, and, in the case of the
Subsidiaries, is owned by the Borrower or one or more of its Subsidiaries
free and clear of all Liens, except those created under the Collateral
Documents and except as set forth on Schedule 4.2.

SECTION 4.3 CORPORATE POWER, AUTHORIZATION. The execution, delivery
and performance by each Loan Party of this Agreement, the Notes, each other
Loan Document and each Xxxxx Acquisition Document to which it is or is to be
a party, and the consummation of the Transaction, are within such Loan
Party's corporate powers, have been duly authorized by all necessary
corporate action, and do not (a) contravene such Loan Party's charter or
bylaws, (b) violate any law (including, without limitation, (i) any Foreign,
Cuban or Iranian Assets Control Regulations of the United States contained in
Title 31, Code of Federal Regulations, Subchapter B, Chapter V, as amended,
(ii) the Securities Act of 1933, as amended, (iii) the Securities Exchange
Act of 1934, as amended, and (vi) the Racketeer Influenced and Corrupt
Organizations Chapter of the Organized Crime Control Act of 1970), rule,
regulation (including, without limitation, Regulation T, U or X of the Board
of Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination or award, (c) except as set forth on
Schedule 4.3, conflict with or result in the breach of, or constitute a
default under, any material contract, loan agreement, indenture, mortgage,
deed of trust, lease or other material instrument or agreement binding on or
affecting any Loan Party, any of its Subsidiaries or any of their respective
properties or (d) except for the Liens created under the Collateral
Documents, result in or require the creation or imposition of any Lien upon
or with respect to any of the properties of any Loan Party or any of its
Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of
any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument or agreement,
the violation or breach of which could reasonably be expected to have a
Material Adverse Effect.

SECTION 4.4 GOVERNMENTAL AUTHORIZATIONS, APPROVALS. No authorization
or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is or was
required for (a) the due execution, delivery, recordation, filing or
performance by any Loan Party of this Agreement, the Notes, any other Loan
Document or any Xxxxx Acquisition Document to which it is or is to be a
party, or for the consummation of the Transaction, (b) the grant by any Loan
Party of the Liens granted by it pursuant to the Collateral Documents, (c)
the perfection or maintenance of the Liens created by the Collateral
Documents (including the first and only priority nature thereof) or (d) the
exercise by the Administrative Agent or any Lender Party of its rights under
the Loan Documents or the remedies in respect of the Collateral pursuant to
the Collateral Documents, except for the authorizations, approvals, actions,
notices and filings listed on SCHEDULE 4.4, all of which have been duly
obtained, taken, given or made and are in full force and effect, except to
the extent set forth in Schedule 4.4. All applicable waiting periods in
connection with the Transaction have expired without any action having been
taken by any competent authority restraining, preventing or imposing
materially adverse conditions upon the Transaction or the rights of the Loan
Parties or their Subsidiaries freely to transfer or otherwise dispose of, or
to create any Lien on, any

properties now owned or hereafter acquired by any of them.

SECTION 4.5 DUE EXECUTION, VALIDITY, ENFORCEABILITY. This Agreement
and each Xxxxx Acquisition Document has been, and each of the Notes and each
other Loan Document has been or when delivered hereunder will have been, duly
executed and delivered by each Loan Party party thereto. This Agreement and
each Xxxxx Acquisition Document is, and each of the Notes and each other Loan
Document has been or when delivered hereunder will be, the legal, valid and
binding obligation of each Loan Party party thereto, enforceable against such
Loan Party in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
other similar laws, now or hereafter in effect, relating to or affecting the
enforcement of creditors' rights generally and except that the remedy of
specific performance and other equitable remedies are subject to judicial
discretion.

SECTION 4.6 FINANCIAL STATEMENTS.

(a) (i) The consolidated balance sheets of Old Xxxxx and its
Subsidiaries as at December 31, 1997 and the related consolidated statements
of income and consolidated statements of cash flows of Old Xxxxx and its
Subsidiaries for the Fiscal Year then ended, accompanied by an opinion of
Price Waterhouse Coopers, independent public accountants, and the
consolidated balance sheet of Old Xxxxx and its Subsidiaries as at June 30,
1998 and the related consolidated statement of income and Consolidated
statement of cash flows of Old Xxxxx and its Subsidiaries for the six (6)
months then ended, duly certified, on behalf of the Borrower, by the Chief
Financial Officer of Old Xxxxx, copies of which have been furnished to each
Lender Party, fairly present, in all material respects, subject, in the case
of said balance sheet as at June 30, 1998 and said statements of income and
cash flows for the six (6) months then ended, to normal year-end audit
adjustments, the consolidated financial condition of Old Xxxxx and its
Subsidiaries as at such dates and the consolidated results of the operations
of Old Xxxxx and its Subsidiaries for the period ended on such date, all in
accordance with GAAP applied on a consistent basis.

(ii) The combined and combining balance sheets of the
Turecamo Entities and certain of its Affiliates as at December 31, 1997 and
the related combined statements of income and combined statements of cash
flows of the Turecamo Entities for the Fiscal Year then ended, accompanied by
an opinion of Xxxxxx, Xxxx & Xxxxxx, P.C., independent public accountants,
and the combined balance sheet of the Turecamo Entities as at June 30, 1998
and the related combined statement of income and combined statement of cash
flows of the Turecamo Entities for the six (6) months then ended, duly
certified by the Chief Financial Officer of the Turecamo Entities, copies of
which have been furnished to each Lender Party, fairly present, in all
material respects, subject, in the case of said balance sheet as at June 30,
1998 and said statements of income and cash flows for the six (6) months then
ended, to normal year-end audit adjustments, the combined financial condition
of the Turecamo Entities as at such dates and the combined results of the
operations of the Turecamo Entities for the period ended on such date, all in
accordance with GAAP applied on a consistent basis.

(b) Since June 30, 1998, there has been no change with respect to
the financial statements referred to in clause (a) above that could
reasonably be expected to have a Material Adverse Effect.

SECTION 4.7 PRO FORMA FINANCIAL STATEMENTS. The Consolidated pro forma
balance sheet of the Borrower and its Subsidiaries as at June 30, 1998, and
the related Consolidated pro forma statement of income and cash flows of the
Borrower and its Subsidiaries for the period then ended, certified by the
Chief Financial Officer of the Borrower, copies of which have been furnished
to each Initial Lender, fairly present, in all material respects, the
Consolidated pro forma financial condition of the Borrower and its
Subsidiaries as at such date and the Consolidated pro forma results of
operations of the Borrower and its Subsidiaries for the period ended on such
date, in each case after giving effect to the Transaction (assuming the
Transactions were consummated on January 1, 1998), all in accordance with
GAAP.

SECTION 4.8 ACCURATE INFORMATION. No written information, exhibit or
report furnished by any Loan Party to the Administrative Agent or any Lender
Party in connection with the Loan Documents or pursuant to the terms of the
Loan Documents, when taken with all other information furnished in connection
with or pursuant to the Loan Documents, contained any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements made therein not misleading.

SECTION 4.9 LITIGATION. Other than the litigation disclosed on
Schedule 4.9 (the "DISCLOSED LITIGATION"), there is no action, suit,
investigation, litigation or proceeding affecting the Borrower, any other
Loan Party or any of their respective Subsidiaries, including, without
limitation, any Environmental Action, pending or threatened before any court,
governmental agency or arbitrator that could reasonably be expected to have a
Material Adverse Effect, and, as of the date hereof, there has been no change
in the status, or financial effect on any Loan Party or any of its
Subsidiaries, of the Disclosed Litigation from that described on SCHEDULE 4.9
that could reasonably be expected to have a Material Adverse Effect.

SECTION 4.10 REGULATION U. Neither the Borrower nor any other Loan
Party nor any of their respective Subsidiaries is engaged in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.

SECTION 4.11 ERISA.

(a) Except as set forth on SCHEDULE 4.11 hereto, as of the date
hereof, neither the Borrower nor any of its ERISA Affiliates maintains or has
maintained within the past six (6) years any Plans or Multiemployer Plans.
Set forth on SCHEDULE 4.11 is a complete and accurate list, as of the date
hereof, of all Welfare Plans and all defined contribution plans in respect of
which any Loan Party could have liability.

(b) Except as set forth in the financial statements referred
to in Section 4.6 and in Article 7, neither the Borrower, any of the other
Loan Parties nor any of their respective Subsidiaries has any material
liability with respect to "expected post retirement benefit obligations"
within the meaning of Statement of Financial Accounting Standards No. 106.

SECTION 4.12 CASUALTY. As of the Closing Date, neither the business nor
the properties of any Loan Party or any of its Subsidiaries are affected by
any fire, explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public enemy
or other casualty (whether or not covered by insurance) that could reasonably
be expected to have a Material Adverse Effect.

SECTION 4.13 ENVIRONMENTAL MATTERS.

(a) The operations and properties of each Loan Party and each of
its Subsidiaries comply in all known material respects with all applicable
Environmental Laws and Environmental Permits, all known past non-compliance
with such Environmental Laws and Environmental Permits has been resolved
without ongoing obligations or costs, except where non-compliance could not
reasonably be expected to have a Material Adverse Effect, and no
circumstances exist that could reasonably be expected to (i) form the basis
of an Environmental Action against any Loan Party or any of its Subsidiaries
or any of their properties that could reasonably be expected to have a
Material Adverse Effect or (ii) cause any such property to be subject to any
restrictions on ownership, occupancy, use or transferability under any
Environmental Law which could reasonably be expected to have a Material
Adverse Effect.

(b) (i) None of the properties currently or formerly owned or
operated by any Loan Party or any of its Subsidiaries is listed or proposed
for listing on the NPL or on the CERCLIS or any analogous foreign, state or
local list or is adjacent to any such property; (ii) there are no and, to the
best of its knowledge, never have been any underground or aboveground storage
tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in
which Hazardous Materials are being or, to the best of its knowledge, have
been treated, stored or disposed on any property currently owned or operated
by any Loan Party or any of its Subsidiaries or on any property formerly
owned or operated by any Loan Party or any of its Subsidiaries; (iii) there
is no asbestos or asbestos-containing material on any property currently
owned or operated by any Loan Party or any of its Subsidiaries; and (iv)
Hazardous Materials have not been released, discharged or disposed of on any
property currently owned or operated by any Loan Party or any of its
Subsidiaries, or any property formerly owned or operated by any Loan Party or
any of its Subsidiaries, except, in the case of clauses (i) through (iv),
items, matters or conditions which could not reasonably be expected to have a
Material Adverse Effect.

(c) Except as disclosed on SCHEDULE 4.13, no Loan Party nor any of
its Subsidiaries, as of the date hereof, is undertaking either individually
or together with other potentially responsible parties, any investigation or
assessment or Remedial, Response or Removal action relating to any actual or
threatened release, discharge or disposal of Hazardous

Materials at any site, location or operation, either voluntarily or pursuant
to the order of any governmental or regulatory authority or the requirements
of any Environmental Law; and all Hazardous Materials generated, used,
treated, handled or stored at, or transported to or from, any property
currently owned or operated by any Loan Party or any of its Subsidiaries or
any property formerly owned or operated by any Loan Party or any of its
Subsidiaries have been disposed of in a manner not reasonably expected to
result in a Material Adverse Effect.

SECTION 4.14 INTENTIONALLY OMITTED.

SECTION 4.15 PRIORITY OF LIENS. The Collateral Documents create in
favor of the Administrative Agent, for the ratable benefit of the Lenders, a
valid and perfected first priority security interest, subject to any
applicable Permitted Lien, in the Collateral (including, without limitation,
the Mortgaged Vessels), securing the payment of the Obligations, and all
filings and other actions necessary or reasonably desirable to perfect and
protect such security interest have been duly taken or shall be taken
promptly after the Closing Date. The Loan Parties are the legal and
beneficial owners of all material Collateral (including, without limitation,
the Mortgaged Vessels) free and clear of any Lien, except for the liens and
security interests created or expressly permitted under the Loan Documents.

SECTION 4.16 TAXES.

(a) As of the date hereof, each Loan Party and each of its
Subsidiaries has filed, has caused to be filed or has been included in all
tax returns (Federal, state, local and foreign) required to be filed and has
paid all taxes shown thereon to be due, together with applicable interest and
penalties.

(b) Set forth on SCHEDULE 4.16 is a complete and accurate list of
each taxable year of each Loan Party and each of its Subsidiaries for which
Federal income tax returns have been filed and for which the expiration of
the applicable statute of limitations for assessment or collection has not
occurred by reason of extension or otherwise (an "OPEN YEAR").

(c) There is no unpaid amount of adjustments to the Federal income
tax liability of each Loan Party and each of its Subsidiaries proposed by the
Internal Revenue Service with respect to Open Years. No issues have been
raised by the Internal Revenue Service (and communicated to the Borrower or
any of its Subsidiaries) in respect of Open Years that, in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

(d) As of the date hereof, there is no unpaid amount of
adjustments to the state, local and foreign tax liability of each Loan Party
and each of its Subsidiaries proposed by any state, local or foreign taxing
authorities (other than amounts arising from adjustments to Federal income
tax returns). As of the date hereof, no issues have been raised by such
taxing authorities that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

SECTION 4.17 COMPLIANCE WITH SECURITIES LAWS. No Loan Party and no Loan
Party's Subsidiaries is an "investment company," or an "affiliated person"
of, or "promoter" or "principal underwriter" for, an "investment company," as
such terms are defined in the Investment Company Act of 1940, as amended.
Neither the making of any Advances, nor the issuance of any Letters of
Credit, nor the application of the proceeds or repayment thereof by the
Borrower, nor the consummation of the Transaction, will violate any provision
of such Act or any rule, regulation or order of the Securities and Exchange
Commission thereunder or any takeover, disclosure or other federal, state or
foreign securities law or Regulations T, U or X of the Federal Reserve Board.
The Borrower is not subject to regulation under any federal, state or foreign
statute or regulation which limits its ability to incur Debt.

SECTION 4.18 SOLVENCY. Each Loan Party is, individually and together
with its Subsidiaries, Solvent.

SECTION 4.19 DEBT.

(a) Set forth on SCHEDULE 4.19(A) is a complete and accurate list
of all Debt of the Borrower and its Subsidiaries the principal amount of each
such Debt which is greater than $500,000 (the "EXISTING DEBT"), showing as of
the date hereof immediately before giving effect to the Transactions the
principal amount outstanding thereunder and the maturity date thereof.

(b) Set forth on SCHEDULE 4.19(B) is a complete and accurate list,
as of the date hereof, of all Debt of the Borrower and its Subsidiaries,
other than Debt under the Loan Documents, which Debt shall remain outstanding
after giving effect to the Transactions (the "SURVIVING DEBT"), showing as of
the date hereof the principal amount outstanding thereunder, the maturity
date thereof and the amortization schedule therefor.

SECTION 4.20 NO DEFAULTS, COMPLIANCE WITH LAWS.

(a) Except as set forth on SCHEDULE 4.20 hereto, no Loan Party is
in default under any agreement, ordinance, resolution, decree, bond, note,
indenture, order or judgment to which it is a party or by which it is bound,
or any other agreement or other instrument by which any of the properties or
assets owned by it or used in the conduct of its business is affected, which
default could have a Material Adverse Effect.

(b) Each Loan Party has complied and is in compliance in all
respects with all applicable laws, rules, ordinances, regulations,
resolutions, orders, writs, decrees and other similar documents and
instruments of all courts and governmental authorities, bureaus and agencies,
domestic and foreign, including, without limitation, any Regulatory Authority
and all applicable provisions of the Americans with Disabilities Act (42
U.S.C. Section 12101-12213) and the regulations issued thereunder and all
applicable Environmental Laws, non-compliance with which could reasonably be
expected to have a Material Adverse Effect.

SECTION 4.21 OWNED REAL PROPERTY. Set forth on SCHEDULE 4.21 is a complete
and accurate list, as of the date hereof, of all real property owned by any Loan
Party or any of its Subsidiaries or in which any Loan Party has an interest as a
contract vendee, showing as of the date hereof the street address, county or
other relevant jurisdiction, state, record owner and book value thereof. Such
Loan Party or such Subsidiary has good, marketable and insurable fee simple
title to such real property, free and clear of all Liens, other than Permitted
Real Property Encumbrances.

SECTION 4.22 LEASED REAL PROPERTY. Set forth on SCHEDULE 4.22 is a
complete and accurate list, as of the Closing Date, of all leases of real
property under which any Loan Party or any of its Subsidiaries is the lessee,
showing as of the date hereof the street address, county or other relevant
jurisdiction, state, lessor, lessee, expiration date and annual rental cost
thereof. To the best knowledge of each Loan Party, each such lease, as of
the Closing Date, is the legal, valid and binding obligation of the lessor
thereof, enforceable in accordance with its terms.

SECTION 4.23 MATERIAL CONTRACTS. Set forth on SCHEDULE 4.23 is a
complete and accurate list of all Material Contracts of each Loan Party and
its Subsidiaries, showing as of the date hereof the parties, subject matter
and term thereof. Except as could not reasonably be expected to have a
Material Adverse Effect, as of the Closing Date, each Material Contract has
been duly authorized, executed and delivered by all parties thereto, has not
been amended or otherwise modified, is in full force and effect and is
binding upon and enforceable against all parties thereto in accordance with
its terms. There exists, as of the Closing Date, no material default under
any Material Contract by the Borrower or any of its Subsidiaries party
thereto and, to the best knowledge of each Loan Party, there exists, as of
the Closing Date, no material default under any Material Contract by any
other party thereto.

SECTION 4.24 INVESTMENTS. Set forth on SCHEDULE 4.24 is a complete and
accurate list, as of the Closing Date, of all Investments, excluding
Investments in the Subsidiaries, in excess of $250,000 held by any Loan Party
or any of its Subsidiaries, showing as of the date hereof the amount, obligor
or issuer and maturity, if any, thereof.

SECTION 4.25 INTELLECTUAL PROPERTY. Set forth on SCHEDULE 4.25 is a
complete and accurate list, as of the Closing Date, of all material patents,
trademarks, trade names, service marks and copyrights, and all applications
therefor and licenses thereof, of each Loan Party or any of its Subsidiaries,
showing as of the date hereof the jurisdiction in which registered, the
registration number and the expiration date. Each Loan Party and each of
their respective Subsidiaries owns or has rights to use all material patents,
trademarks, trade names, service marks, copyrights and other intellectual
property necessary to conduct its business as now or heretofore conducted by
it or proposed to be conducted by it. Each Loan Party and each of their
respective Subsidiaries conducts its business and affairs without, in any
material respect, infringement of or interference with any patent, trademark,
trade name, service xxxx, copyright or other intellectual property of any
other Person. The Intellectual Property Security Agreement

creates, as security for the obligations purported to be secured thereby, a
valid and enforceable perfected security interest in and Lien on all of the
Collateral purported to be covered thereby in favor of the Administrative
Agent for the benefit of the Secured Parties, superior to and prior to the
rights of all third Persons.

SECTION 4.26 XXXXX ACQUISITION DOCUMENTS.

(a) Each Xxxxx Acquisition Document to which any Loan Party or any
of its respective Subsidiaries is a party has been duly executed and
delivered by such Loan Party or such Subsidiary, as the case may be, and, to
the best knowledge of the Borrower, each Xxxxx Acquisition Document has been
duly executed and delivered by the parties thereto other than the Borrower
and its Subsidiaries, and is in full force and effect. The representations
and warranties of any Loan Party and each of its respective Subsidiaries
contained in each Xxxxx Acquisition Document to which such Loan Party or such
Subsidiary, as the case may be, is a party are true and correct in all
material respects on the date hereof and will be true and correct in all
material respects on the Closing Date and the Xxxxx Acquisition Date, as if
made on each of such dates, and the Administrative Agent and each Lender
Party shall be entitled to rely upon such representations and warranties with
the same force and effect as if they were incorporated in this Agreement and
made to the Administrative Agent and each Lender Party directly as of the
date hereof, the Closing Date, and the Xxxxx Acquisition Date.

(b) True and correct copies of each of the Xxxxx Acquisition
Documents have been delivered to the Administrative Agent, and as of the
Closing Date, the Xxxxx Acquisition shall have been consummated in accordance
therewith, and no party thereto shall have waived any material term or
condition contained therein.

SECTION 4.27 FEES. Except as set forth in SCHEDULE 4.27, no broker's or
finder's fees or commissions or any similar fees or commissions will be
payable by any Loan Party or any of its Subsidiaries with respect to the
incurrence and maintenance of the Obligations, any other transaction
contemplated by the Loan Documents or any services rendered in connection
with any such transactions. The Borrower hereby covenants and agree to
indemnify the Administrative Agent and each Lender Party against and hold the
Administrative Agent and each Lender Party harmless from any claim, demand or
liability for broker's or finder's fees or similar fees or commissions.

SECTION 4.28 GOVERNMENT CONSENTS FOR CONDUCT OF BUSINESS.

(a) Except as set forth on SCHEDULE 4.4, each Loan Party has, and
is in good standing with respect to, all approvals, permits, licenses,
consents, authorizations, franchises, certificates, and inspections of all
Regulatory Agencies, that are necessary for a Loan Party to continue to
conduct business and own, use, operate, and maintain its property and assets
as heretofore conducted, owned, used, operated, and maintained which, if not
obtained (whether directly or by lawful and effective assignment) or not
maintained in good standing, could reasonably be expected to have a Material
Adverse Effect. No such approval, permit, license,

consent, authorization, franchise, or certificate is conditioned or limited
any more so than as is generally the case with respect to Persons engaged in
the same or similar lines of business. Each such approval, permit, license,
consent, authorization, franchise, or certificate was duly and validly
granted or issued, is in full force and effect, and, as of the Closing Date,
neither has been, nor has been threatened to be, amended, modified,
suspended, rescinded, revoked, forfeited, or assigned. Further, as of the
Closing Date, no condition(s) exist(s) or event(s) has (have) occurred that,
with the giving of notice or lapse of time or both, could result in the
amendment, modification, suspension, rescission, revocation, forfeiture, or
non-renewal of any such approval, permit, license, consent, authorization,
franchise, or certificate.

SECTION 4.29 VESSELS.

(a) Set forth on SCHEDULE 4.29 is a complete and accurate list, as
of the date hereof, of all Vessels owned by the Loan Parties, showing as of
the date hereof with respect to each such Vessels the following: (i) the
name of the Vessel; (ii) the name of the Registered Owner of the Vessels;
(iii) to the extent applicable, the American Bureau of Shipping certification
number; (iv) the date of the most recent United States Coast Guard inspection
and/or ABS Survey; and (v) to the extent applicable, the next scheduled
inspection date.

(b) Each such Vessel identified on SCHEDULE 4.29 is: (i) to the
extent required in order to operate in the service in which such Vessel is
operating, classified in the highest classification for vessels of the same
age and type in the American Bureau of Shipping required to be maintained in
order to operate in such service and is in class without recommendation
(except for recommendations which, when aggregated with recommendations for
all Vessels, could not reasonably be expected to have a Material Adverse
Effect); (ii) documented under the laws of the United States to permit such
Vessel to operate in the coastwise trade; (iii) covered by hull and
machinery, protection and indemnity and mortgagee's interest insurance in
accordance with the requirements of the Preferred Ship Mortgage, if any,
covering such Vessel, and otherwise reasonably satisfactory to the
Administrative Agent; and (iv) to the extent applicable, subject to a valid
certificate of inspection issued by the United States Coast Guard, each such
certificate of inspection is in full force and effect without recommendation
(except for recommendations which, when aggregated with recommendations for
all Vessels, could not reasonably be expected to have a Material Adverse
Effect).

ARTICLE 5
AFFIRMATIVE COVENANTS

While any of the Commitments is outstanding and, in the event any
Advance remains outstanding, so long as the Borrower or any other Loan Party
are indebted to any of the Lender Parties or the Administrative Agent under
any of the Loan Documents, any Letter of Credit is outstanding and until
payment in full of the Notes and full and complete performance of all of its
other obligations arising hereunder, the Borrower shall:

SECTION 5.1 COMPLIANCE WITH LAW. Comply, and cause each of its
Subsidiaries to comply with all applicable laws, rules, regulations and orders,
such compliance to include, without limitation, compliance with ERISA, except
where non-compliance could not reasonably be expected to have a Material Adverse
Effect

SECTION 5.2 PAYMENT OF TAXES, ETC. Timely pay and discharge, and cause
each of its Subsidiaries to timely pay and discharge, (a) all taxes, assessments
and governmental charges or levies imposed upon it or upon its property and (b)
all lawful claims that, if unpaid, might by law become a Lien upon its property;
PROVIDED, HOWEVER, that the Borrower and its Subsidiaries shall not be required
to pay or discharge any such tax, assessment, charge or claim that is being
contested in good faith and by proper proceedings and as to which appropriate
reserves are being maintained, unless and until any Lien resulting therefrom
attaches to its property and becomes enforceable against the Borrower or any of
its Subsidiaries.

SECTION 5.3 COMPLIANCE WITH ENVIRONMENTAL LAWS. Comply, and cause each of
its Subsidiaries and all lessees and other Persons operating or occupying its
properties to comply with all applicable Environmental Laws and Environmental
Permits, except where non-compliance could not reasonably be expected to have a
Material Adverse Effect; obtain and renew and cause each of its Subsidiaries to
obtain and renew all Environmental Permits reasonably necessary for its
operations and properties; and conduct, and cause each of its Subsidiaries to
conduct, any investigation, study, sampling and testing, and undertake any
Removal, Remedial or other Response action necessary to remove and clean up all
Hazardous Materials from any of its properties, to the extent required by
Environmental Laws; PROVIDED, HOWEVER, that the Borrower and its Subsidiaries
shall not be required to undertake any such investigation, study, sampling,
testing, cleanup, Removal, Remedial, Response or other action to the extent that
its obligation to do so is being contested in good faith and by proper
proceedings and adequate reserves as determined by the Administrative Agent are
being maintained with respect to such circumstances.

SECTION 5.4 INTENTIONALLY OMITTED.

SECTION 5.5 MAINTENANCE OF INSURANCE.

(a) Maintain, and cause each of their Subsidiaries to maintain,
insurance with responsible and reputable insurance companies or associations
(including clubs) in such amounts and covering such risks as is usually carried
by companies engaged in similar businesses and owning similar properties in the
same general areas in which such Borrower or such Subsidiary operates and, with
respect to each Vessel owned by the applicable the Loan Party, hull and
machinery, protection and indemnity and mortgagee's interest insurance in
accordance with the requirements of the Preferred Ship Mortgage covering such
Vessel; (b) file with the Administrative Agent upon its request a detailed list
of the insurance then in effect, stating the names of the insurance companies,
the amounts and rates of the insurance, the dates of the

expiration thereof and the properties and risks covered thereby; and (c)
deliver to the Administrative Agent, in form and substance reasonably
satisfactory to the Administrative Agent, endorsements to (A) with respect to
assets other than the Vessels, all "all-risk" and casualty insurance policies
naming the Administrative Agent, on behalf of itself and the Lenders, as loss
payee if permitted thereunder insuring in the case of "all-risk" against loss
or damage by fire, lightening, windstorm, explosion, hail, tornado, and (B)
all general liability and other liability policies naming the Administrative
Agent, on behalf of itself and the Lenders, as additional insured if
permitted thereunder without material additional cost to the Borrower, and
providing, in any event, that such insurance policies shall not be canceled
without thirty (30) days' prior written notice thereof by the respective
insurer to the Administrative Agent and shall contain standard
non-contributory mortgagee clause endorsement in favor of the Administrative
Agent with respect to hazard insurance coverage; PROVIDED, HOWEVER, that
clause (c) of this Section 5.5 shall not be applicable with respect to the
Old Xxxxx Entities until the Term A Draw Date.

SECTION 5.6 PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, except as
permitted by Section 6.4, its existence, legal structure, legal name, and
material rights (charter and statutory), permits, licenses, approvals,
privileges and franchises.

SECTION 5.7 VISITATION RIGHTS.

(a) At any reasonable time and from time to time during normal
business hours, upon reasonable notice, permit the Administrative Agent, or,
upon the occurrence and during the continuance of a Default, the Lender Parties,
or any agents or representatives thereof, to examine and make copies of and
abstracts from the records and books of account of and visit the properties of
the Borrower and its Subsidiaries, and to discuss the affairs, finances and
accounts of the Borrower and any such Subsidiaries with any of their officers or
directors.

(b) Permit the Administrative Agent, at the expense of the Borrower,
and the Lender Parties, at their own expense, to conduct such commercial finance
examinations and/or Collateral audits of the Borrower and its Subsidiaries
during each calendar year as the Administrative Agent may reasonably request.

SECTION 5.8 KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Borrower and each Subsidiary in accordance with GAAP.

SECTION 5.9 MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and
cause each of its Subsidiaries to maintain and preserve, all of its material
properties that are reasonably necessary in the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

SECTION 5.10 COMPLIANCE WITH TERMS OF LEASEHOLDS. Make all payments and
otherwise perform all material obligations in respect of all material leases of
real property to which the Borrower or any of its Subsidiaries is a party,
notify the Administrative Agent of any material default by any party with
respect to such leases and cooperate with the Administrative Agent in all
respects to cure any such default, and cause each of its Subsidiaries to do so
except, in any case, where the failure to do so, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.11 INTENTIONALLY OMITTED.

SECTION 5.12 TRANSACTIONS WITH AFFILIATES. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under the Loan
Documents with any of their Affiliates (other than its Subsidiaries) on terms
that are fair and reasonable, in all material respects, and no less favorable,
in any material respect, to the Borrower or such Subsidiary than it would obtain
in a comparable arms-length transaction with a Person not an Affiliate.

SECTION 5.13 AGREEMENT TO GRANT ADDITIONAL SECURITY.

(a) Promptly, and in any event within thirty (30) days after the
acquisition of assets (including, without limitation, any Vessel) not consisting
of Collateral but of the type that would have constituted Collateral at the date
hereof and investments of the type that would have constituted Collateral on the
date hereof (other than assets with a fair market value of less than $50,000),
including the capital stock of any direct or indirect Subsidiary of the Borrower
(but excluding Xxxxx Insurance, the Garbage Subsidiary and any Subsidiary of the
Garbage Subsidiary), notify the Administrative Agent of the acquisition of such
assets or investments and such assets and investments will become additional
Collateral hereunder to the extent the Administrative Agent deems the pledge of
such assets practicable (the "ADDITIONAL COLLATERAL"), and the Borrower will,
and will cause each of its direct and indirect Subsidiaries to, take all
necessary action, including the filing of appropriate financing statements under
the provisions of the UCC, applicable foreign, domestic or local laws, rules or
regulations in each of the offices where such filing is necessary or appropriate
to grant Administrative Agent a perfected Lien in such Collateral (or comparable
interest under foreign law in the case of foreign Collateral) pursuant to and to
the full extent required by the Collateral Documents and this Agreement.

(b) Promptly, and in any event no later than thirty (30) days after a
request with respect thereto, cause each of the Borrower's direct and indirect
Subsidiaries (other than the Garbage Subsidiary or any Subsidiary of the Garbage
Subsidiary, and Xxxxx Insurance) as the Administrative Agent shall request to
become party to, or to execute and deliver, a Subsidiary Guaranty, guarantying
to the Administrative Agent and the Lenders the prompt payment, when and as due,
of all Obligations of the Loan Parties under the Loan Documents, including all
obligations under any Hedge Agreements or other hedging agreements.

(c) Promptly, and in any event no later than thirty (30) days after a
request with respect thereto, cause each Guarantor created or established after
the date hereof to grant to the Administrative Agent, for the ratable benefit of
the Lenders, a first priority Lien on all property (tangible and intangible) of
such Guarantor, including, without limitation, all of the capital stock of any
of its Domestic Subsidiaries and 65% of the stock of any of its Foreign
Subsidiaries, upon terms similar to those set forth in the Collateral Documents
and otherwise satisfactory in form and substance to Administrative Agent. The
Borrower shall cause each Guarantor, at its own expense, to become a party to a
Security Agreement, an Intellectual Property Security Agreement, a Preferred
Ship Mortgage and any other Collateral Document and to execute, acknowledge and
deliver, or cause the execution, acknowledgment and delivery of, and thereafter
register, file or record in any appropriate governmental office, any document or
instrument reasonably deemed by Administrative Agent to be necessary or
desirable for the creation and perfection of the foregoing Liens (including
legal opinion, consents, corporate documents and any additional or substitute
security agreements or mortgages). The Borrower will cause each such Guarantor
to take all actions requested by Administrative Agent (including, without
limitation, the filing of UCC-1's) in connection with the granting of such
security interests.

(d) Promptly, and in any event not later than thirty (30) days after
a request with respect thereto, (i) deliver to the Administrative Agent the
original of all instruments, documents and chattel paper, and all other
Collateral of which the Administrative Agent determines it should have physical
possession in order to perfect and protect its security interest therein, duly
pledged, endorsed or assigned to the Administrative Agent without restriction;
(ii) when an Event of Default exists, transfer Inventory to locations designated
by the Administrative Agent; (iii) if an Event of Default has occurred and is
continuing, if any Collateral is at any such time in the possession or control
of any warehousemen, bailee or the Borrower's agents or processors, notify the
Administrative Agent thereof and notify such person of the Administrative
Agent's security interest in such Collateral and obtain a landlord waiver or
bailee letter, in form and substance satisfactory to the Administrative Agent,
from such person and instruct such person to hold all such Collateral for the
Administrative Agent's account subject to the Administrative Agent's
instructions; (iv) if an Event of Default has occurred and is continuing, if at
any time any Inventory or other Collateral is located on any real property of
the Borrower which is subject to a mortgage or other Lien, obtain a mortgagee
waiver, in form and substance satisfactory to the Administrative Agent, from the
holder of each mortgage or other Lien on such real property; and (v) take all
such other actions and obtain all such other agreements as the Administrative
Agent may reasonably deem necessary or desirable in respect of any Collateral.

(e) The security interests required to be granted pursuant to this
Section shall be granted pursuant to the Collateral Documents or, in the
Administrative Agent's discretion, such other security documentation (which
shall be substantially similar to the Collateral Documents already executed and
delivered by the Borrower and the Guarantors) as is satisfactory in form and
substance to Administrative Agent (the "Additional Collateral Documents") and
shall constitute valid and enforceable perfected security interests prior to the
rights of all third

Persons and subject to no other Liens except Liens permitted under Section
6.1. The Additional Collateral Documents and other instruments related
thereto shall be duly recorded or filed in such manner and in such places and
at such times as are required by law to establish, perfect, preserve and
protect the Liens, in favor of Administrative Agent, for the benefit of the
Lender Parties, granted pursuant to the Additional Collateral Documents and,
all taxes, fees and other charges payable in connection therewith shall be
paid in full by the Borrower. At the time of the execution and delivery of
Additional Collateral Documents, the Borrower shall cause to be delivered to
Administrative Agent such agreements, opinions of counsel, and other related
documents as may be reasonably requested by the Administrative Agent or the
Required Lenders to assure themselves that this Section has been complied
with.

SECTION 5.14 INTEREST RATE PROTECTION. On or prior to the Closing Date,
the Borrower shall obtain and thereafter keep in effect one or more interest
rate Bank Hedge Agreements (the terms and other provisions of all such Bank
Hedge Agreements to be subject to the prior written consent of the
Administrative Agent, not to be unreasonably withheld) covering at least
seventy-five percent (75%) of the aggregate of Term A Advances and Term B
Advances outstanding.

SECTION 5.15 PERFORMANCE OF XXXXX ACQUISITION DOCUMENTS. Perform and
observe, or cause the relevant Subsidiary to perform and observe, in all
material respects, all of the terms and provisions of each Xxxxx Acquisition
Document to be performed or observed by it or such Subsidiary, maintain each
such Xxxxx Acquisition Document in full force and effect, enforce, in all
material respects, each such Xxxxx Acquisition Document in accordance with its
terms, take all such action to such end as may be from time to time reasonably
requested by the Administrative Agent and, upon request of the Administrative
Agent, make to each other party to each such Xxxxx Acquisition Document such
demands and requests for action or for information and reports as the Borrower
or any Subsidiary is entitled to make under such Xxxxx Acquisition Document.

SECTION 5.16 YEAR 2000 COMPATIBILITY. Take all action necessary to assure
that its computer based systems, hardware and software used in each Loan Party's
business and operations are able to operate and effectively receive, transmit,
process, store, retrieve or retransmit data including dates on and after January
1, 2000, except where failure to so operate and/or so deal with data could not
reasonably be expected to have a Material Adverse Effect, and, at the request of
the Administrative Agent, the Loan Parties shall provide evidence to the
reasonable satisfaction of the Administrative Agent of such year 2000
compatibility.

SECTION 5.17 CERTAIN AFFIRMATIVE COVENANTS RELATING TO THE VESSELS.

(a) Promptly after the date hereof, cause, and cause each of its
Subsidiaries to cause, a certified copy of each of the Preferred Ship Mortgages,
together with a notice thereof, to be placed aboard each of the Mortgaged
Vessels owned by it, and with respect to each, furnish the Administrative Agent
with copies of the masters' signed receipts therefor.

(b) Maintain the Vessels (which are required to be classed in order
to operate in the service in which they are operating) in the highest
classification required to be maintained in order to operate in such service for
vessels of like age and type by the American Bureau of Shipping or any other
classification society reasonably satisfactory to the Administrative Agent.

(c) Permit the Administrative Agent to have the Vessels owned by the
Borrower or any of its Subsidiaries surveyed by marine engineers or other
surveyors selected by the Administrative Agent, in its sole discretion, at such
times and with such frequency as the Administrative Agent may reasonably request
(but, except with respect to the Visual Survey required to be delivered prior to
the initial Put Payment as provided in Section 6.7(e), not more frequently than
three years after the most recently completed survey and inspection). The costs
of such surveys and inspections shall be allocated as follows: (i) so long as no
Event of Default has occurred and is continuing, the cost of one such survey and
inspection every three years shall be borne by the Borrower, and (ii) whenever
an Event of Default exists hereunder, the costs of all surveys (including,
without limitation, Visual Surveys) and inspections shall be borne by the
Borrower.

ARTICLE 6
NEGATIVE COVENANTS

While any of the Commitments is outstanding and, in the event any Advance
remains outstanding, so long as the Borrower or any other Loan Party is indebted
to any of the Lender Parties or the Administrative Agent under any of the Loan
Documents, any Letter of Credit is outstanding and until payment in full of the
Notes and full and complete performance of all of its other obligations arising
hereunder, the Borrower covenants that it will not, at any time, and will not
permit any Loan Party to do, agree to do or permit to be done, any of the
following without the prior written consent of the Required Lenders:

SECTION 6.1 LIENS, ETC. Create, incur, assume or suffer to exist, or
permit any of its Subsidiaries to create, incur, assume or suffer to exist, any
Lien on or with respect to any of its properties of any character (including,
without limitation, Accounts, Inventory and other Collateral) whether now owned
or hereafter acquired, or sign or file or suffer to exist, or permit any of its
Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial
Code or any other statute of any jurisdiction, a financing statement that names
the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist,
or permit any of its Subsidiaries to sign or suffer to exist, any security
agreement authorizing any secured party thereunder to file any such financing
statement, or assign, or permit any of its Subsidiaries to assign, any accounts
or other right to receive income, EXCLUDING, HOWEVER, from the operation of the
foregoing restrictions the following:

(a) Liens created and granted under the Loan Documents;

(b) Permitted Liens;

(d) Purchase money Liens securing Debt permitted under Section
6.2(c)(i) upon real property, Equipment or Vessels acquired or held by the
Borrower or any of its Subsidiaries in the ordinary course of business to secure
the purchase price of such real property, Equipment or Vessels or to secure Debt
incurred solely for the purpose of financing the acquisition, construction or
improvement of any such real property, Equipment or Vessels to be subject to
such Liens, or Liens existing on any such real property, Equipment or Vessels
within 90 days from the time of acquisition, or extensions, renewals or
replacements of any of the foregoing for the same or a lesser amount; PROVIDED,
HOWEVER, that no such Lien shall extend to or cover any property other than the
real property, Equipment or Vessels being acquired, constructed or improved (and
the proceeds thereof), and no such extension, renewal or replacement shall
extend to or cover any property not theretofore subject to the Lien being
extended, renewed or replaced;

(e) Liens arising in connection with Capitalized Leases permitted
under Section 6.2(c)(i); PROVIDED, that no such Lien shall extend to or cover
any Collateral or any assets other than the assets subject to such Capitalized
Leases;

(f) The replacement, extension or renewal of any Lien permitted by
clauses (c) through (e) above upon or in the same property theretofore subject
thereto in connection with the replacement, extension or renewal (without
increase in the amount or any change in any direct or contingent obligor) of the
Debt secured thereby;

(g) Liens securing obligations under the Bank Hedge Agreements;

(h) Liens covering the assets of the Garbage Subsidiary or any
Subsidiary of the Garbage Subsidiary;

(i) Liens securing judgments not otherwise prohibited by Section 9.7;

(j) Liens securing Debt permitted under Section 6.2(c)(i)(B); and

(k) Liens of lessors and/or shipowners under operating leases and
charters and Liens of consignors and bailors.

SECTION 6.2 DEBT. Create, incur, assume or suffer to exist, or permit any
of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other
than:

(a) In the case of the Borrower, Debt incurred pursuant to, or
permitted or

otherwise contemplated by or expressly disclosed in, the Loan Documents;

(b) In the case of any of the Subsidiaries of the Borrower, Debt owed
to the Borrower or to a Wholly-Owned Subsidiary of the Borrower, or Debt owed by
the Borrower to any Guarantor;

(i) (A) Debt secured by (1) Liens permitted by Section 6.1(d),
and (2) Capitalized Leases, collectively not to exceed in the aggregate
$25,000,000 at any time outstanding, and (B) in addition to the other Debt
permitted under this Section 6.2, Debt in an aggregate amount not to exceed
$1,500,000 outstanding at any time;

(ii) endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business;

(iii) the Surviving Debt (other than the Debt in respect of
the Senior Notes), and any Debt extending the maturity of, or refunding or
refinancing, in whole or in part, such Surviving Debt; PROVIDED, that the terms
of any such extending, refunding or refinancing Debt, and of any agreement
entered into and of any instrument issued in connection therewith, are consented
to in writing by the Administrative Agent, with the approval of the Required
Lenders, and otherwise permitted by this Agreement and the other Loan Documents;
and, PROVIDED, FURTHER, that the principal amount of such Surviving Debt shall
not be increased above the principal amount thereof permitted to be outstanding
after the Initial Extension of Credit, and the direct and contingent obligors
therefor shall not be changed, as a result of or in connection with such
extension, refunding or refinancing; and

(iv) Debt in respect of the Senior Notes, PROVIDED such Debt is
redeemed or otherwise repaid in full on or prior to the Term A Facility
Termination Date.

SECTION 6.3 INTENTIONALLY OMITTED.

SECTION 6.4 FUNDAMENTAL CHANGES.

(a) Merge into or consolidate with any Person or permit any Person to
merge into it, or permit any of its Subsidiaries to do so, except that so long
as no Default or Event of Default shall have occurred and be continuing and so
long as no Default or Event of Default would result therefrom, any Subsidiary of
the Borrower may merge with and into or consolidate with the Borrower (PROVIDED
that the Borrower is the surviving entity) or any other Subsidiary of the
Borrower (PROVIDED that a Wholly-Owned Subsidiary of the Borrower is the
surviving entity);

(b) Liquidate, wind-up or dissolve itself (or suffer any liquidation
or

dissolution), convey, sell, assign, lease, transfer or otherwise dispose of
(or agree to do any of the foregoing at any future time) all or substantially
all of its property, business or assets, or permit any of its Subsidiaries to do
any of the foregoing, except that a Subsidiary may transfer all or substantially
all of its assets to any Guarantor or to the Borrower;

(c) Acquire or permit any Subsidiary to acquire all or substantially
all of the assets or capital stock of any other Person, except that (i) the
Borrower may consummate the Xxxxx Acquisition in accordance with the terms and
conditions of the Xxxxx Acquisition Documents; (ii) as provided in Sections
6.6(a) and 6.6(i); and (iii) as provided in Section 6.6(k) and the Borrower may
form new Subsidiaries in connection therewith.

SECTION 6.5 SALES, ETC. OF ASSETS. Sell, lease, transfer or otherwise
dispose of, or permit any of its Subsidiaries to sell, lease, transfer or
otherwise dispose of, any assets or grant any option or other right to purchase,
lease or otherwise acquire any assets, except:

(a) Sales of Inventory in the ordinary course of business and sales
of obsolete, worn out or traded-in Equipment in the ordinary course of business;

(b) (i) any investments permitted by Section 6.6, and (ii) any
transfer of assets from any Subsidiary to any Guarantor or to the Borrower.

(d) The sale of any asset that does not constitute a Vessel by the
Borrower or any of its Subsidiaries so long as (i) the purchase price paid to
the Borrower or such Subsidiary for such asset shall be no less than the fair
market value of such asset at the time of such sale (as in good faith determined
by the Borrower), (ii) the purchase price for such asset shall be paid to the
Borrower or such Subsidiary solely in cash and (iii) the aggregate purchase
price paid to the Borrower and all of its Subsidiaries for such asset and all
other assets sold by the Borrower and its Subsidiaries (other than an asset
included in Section 6.5(a), (b) or (c)) in any Fiscal Year pursuant to this
clause (d) shall not exceed $250,000; and

(e) Transfers of Vessels described in clause (iv) of the definition
of Asset Disposition.

SECTION 6.6 INVESTMENTS IN OTHER PERSONS. Make or hold, or permit any of
its Subsidiaries to make or hold, any Investment in any Person other than:

(a) Investments by the Borrower and its Subsidiaries in their
Subsidiaries outstanding on the date hereof and additional investments in
Wholly-Owned Subsidiaries of the Borrower that are Guarantors; PROVIDED,
HOWEVER, that, notwithstanding the foregoing, (x) during the period from the
Closing Date to and including the Term A Draw Date the Borrower may

make Investments in the Old Xxxxx Entities in an aggregate amount not to
exceed $15,000,000 and (y) the Borrower may make Investments in the Garbage
Subsidiary but solely to the extent expressly permitted, and subject to the
limitations set forth, in clause (i) of this Section 6.6; and, PROVIDED,
FURTHER, that with respect to Investments in any newly acquired or created
Wholly-Owned Domestic Subsidiary (other than the Garbage Subsidiary), any
such Subsidiary shall become a Guarantor pursuant to the terms of the
Subsidiary Guaranty and an additional grantor pursuant to the terms of the
Security Agreement and Intellectual Property Security Agreement;

(b) Loans and advances to officers and other employees in the
ordinary course of the business of the Borrower and its Subsidiaries in an
aggregate principal amount not to exceed $500,000 at any time outstanding;

(d) Investments by the Borrower and its Subsidiaries in Bank Hedge
Agreements expressly permitted under Section 5.14, Hedge Agreements with respect
to purchase money Liens and Capitalized Lease Obligations permitted hereunder
and with respect to fuel used in the business of the Borrower and its
Subsidiaries;

(e) Investments consisting of intercompany Debt permitted under
Section 6.2(b) and other applicable Debt permitted under Section 6.2(b);

(f) Investments existing on the date hereof and described on SCHEDULE
6.6(F) hereto;

(g) Investments by the Borrower and its Subsidiaries in deposit
accounts opened in the ordinary course of business;

(h) Investments consisting of accounts receivable in the ordinary
course of business;

(i) At any time after the full redemption of the Senior Notes,
Investment (in the form of a capital contribution (which may be from the
proceeds of a Revolving Credit Advance) (the "GARBAGE INVESTMENT") by the
Borrower in a to be newly created Wholly-Owned Subsidiary owned directly or
indirectly by the Borrower (the "GARBAGE SUBSIDIARY") in an amount not to exceed
$12,500,000 less the aggregate amount of all Investments theretofore made under
subsection (k) of this Section 6.6 (the "GARBAGE INVESTMENT AMOUNT") for the
sole purpose of financing vessels to be owned and operated by such Garbage
Subsidiary (or a Subsidiary of the Garbage Subsidiary or a joint venture or
other Person owned in whole or in part by the Garbage Subsidiary) so as to
enable the Borrower and/or any such Subsidiary or other entity to fulfil its
obligations as a subcontractor under a contract to be entered into between the
City of New York, New York and a to be selected waste

management firm, which waste management firm shall be acceptable to the
Administrative Agent, for the transportation by water of garbage and other
waste; PROVIDED, HOWEVER, that the Borrower shall not be permitted to make
the Garbage Investment unless (A) the conditions precedent set forth in
Section 3.4 are satisfied or otherwise waived, (B) the Borrower is in
compliance, on a pro-forma basis, with each of the financial covenants set
forth in Section 6.17 and Article 8, and (C) the Unused Revolving
Availability is equal to or greater than $10,000,000, in each case with
respect to clauses (A), (B) and (C) above, after giving effect to the Garbage
Investment;

(j) The Borrower may make Investments as expressly permitted in
Section 6.7; and

(k) In addition to the Investments permitted under subsections (a)
through (j) of this Section 6.6, Investments of the Borrower and its
Subsidiaries which do not in the aggregate exceed the lesser of $5,000,000 or
$12,500,000 minus the Garbage Investment Amount outstanding at any time.

SECTION 6.7 DIVIDENDS, ETC. Declare or pay any dividends, purchase,
redeem, retire, defease or otherwise acquire for value any of its capital stock
or any warrants, rights or options to acquire such capital stock, now or
hereafter outstanding, return any capital to its stockholders as such, make any
distribution of assets, capital stock, warrants, rights, options, obligations or
securities to its stockholders as such, or permit any of its Subsidiaries to do
any of the foregoing or permit any of its Subsidiaries to purchase, redeem,
retire, defease or otherwise acquire for value any capital stock of the Borrower
or any warrants, rights or options to acquire such capital stock, except:

(a) At any time after the redemption in full of the Senior Notes, the
Borrower may declare and pay dividends and distributions payable solely in
capital stock of the Borrower;

(b) A Subsidiary of the Borrower may declare and pay dividends and
distributions to the Borrower or any other Loan Party;

(c) The Borrower may consummate the Xxxxx Acquisition in accordance
with the terms and conditions of the Xxxxx Acquisition Documents;

(d) Issuances of stock expressly permitted by Section 6.18;

(e) The Borrower may make certain put and call payments (including
any interest thereon) to the Initial Turecamo Stockholders and their
permitted transferees in accordance with the terms of the Stockholders
Agreement (as defined in the Xxxxx Acquisition Agreement) (the "PUT
PAYMENTS"); PROVIDED, HOWEVER, that (x) no such Put Payments shall be made to
such Initial Turecamo Stockholders or their Permitted Transferees at any time
prior to April 1, 2001 and (y) no such Put Payments shall be made to such
Initial Turecamo Stockholders

and their Permitted Transferees who are employees of the Borrower or any of
its Subsidiaries at any time prior to April 1, 2003; PROVIDED, FURTHER, that
the Borrower shall not be permitted to make such Put Payments unless (A) (x)
in the case of the first Put Payment, a new Visual Survey is delivered to the
Administrative Agent and the Lender Parties and (y) in the case of any
subsequent Put Payments, a Desk Top Appraisal is delivered to the
Administrative Agent and the Lender Parties; PROVIDED, HOWEVER, that, in the
case of clause (y) above, if the most recent Visual Survey is more than three
(3) years old at the time any such Put Payments are to be made, then a new
Visual Survey must be completed and delivered to the Administrative Agent and
the Lender Parties prior to the making of such Put Payments; (B) the Borrower
is in compliance, on a pro forma basis, with each of the financial covenants
set forth in Section 6.17 and Article 8, after giving effect to the making of
the Put Payments; and (C) the Unused Revolving Credit Commitment is an amount
equal to or greater than $10,000,000, after giving effect to the making of
the Put Payments. Notwithstanding the foregoing, in the case of the death or
disability (as used or defined in the Stockholders Agreement) of an Initial
Turecamo Stockholder, the restrictions set forth in the provisos in this
clause (e) shall not be applicable with respect to any Put Payments to be
made to such deceased or disabled (as used or defined in the Stockholders
Agreement) Initial Turecamo Stockholder;

(f) The Borrower may redeem or repurchase its capital stock held by
any of the Xxxxx Individuals and may make Compensation Payments to the Xxxxx
Individuals in respect of such redemption or purchase, but solely to the extent
expressly permitted under, and subject to the limitations set forth in, Section
6.19; and

(g) The Borrower or its Subsidiaries may make distributions or
payments to the Initial Turecamo Stockholders in an amount equal to (i) the
aggregate Tax Distributions (as defined in the Xxxxx Acquisition Documents) in
respect of the period from January 1, 1998 through the date of closing of the
transactions as contemplated by the Xxxxx Acquisition Agreement MINUS (ii) all
Tax Distributions previously distributed by the Borrower or its Subsidiaries to
the Initial Turecamo Stockholders in respect of the period from January 1, 1998
through the date of closing of the transactions as contemplated by the Xxxxx
Acquisition Agreement pursuant to the Xxxxx Acquisition Documents.

SECTION 6.8 CHANGE IN NATURE OF BUSINESS. Make, or permit any of its
Subsidiaries to make, any material change in the nature of its business, taken
as a whole, as carried on at the date hereof.

SECTION 6.9 CHARTER AMENDMENTS. Amend, or permit any of its Subsidiaries
to amend, its certificate or articles of incorporation or bylaws if such
amendment could reasonably be expected to impair the interests or rights of the
Administrative Agent or any Lender Party.

SECTION 6.10 ACCOUNTING CHANGES. Make or permit, or permit any of its
Subsidiaries to make or permit, any change in (a) accounting policies or
reporting practices, except as mandated by GAAP or as provided in Section
1.3(b), or (b) its Fiscal Year.

SECTION 6.11 PREPAYMENTS, ETC. OF DEBT. (a) Prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner, or make any payment in violation of any subordination terms of, any
Debt, other than (i) the prepayment the Advances in accordance with the terms of
this Agreement, (ii) regularly scheduled or required repayments or redemptions
of Surviving Debt (including the Senior Notes), (iii) redemption of the Senior
Notes with the proceeds of the Term A Advances as contemplated herein and/or
redemption of the Senior Notes by the Borrower and reimbursed with such
proceeds, (iv) any prepayment of any Debt permitted by Section 6.2(b), and (v)
the prepayment of any purchase money Debt or Capitalized Lease Obligations
permitted hereunder (A) as a result of the application of casualty insurance or
condemnation proceeds, or (B) for the purposes of refinancing such purchase
money Debt or Capitalized Lease Obligations, PROVIDED that if such refinancing
is consummated with the proceeds of a Resolving Credit Advance (x) the terms of
any such refinancing, and of any agreement entered into and of any instrument
issued in connection therewith are no more onerous, taken as a whole, than the
purchase money Debt or Capitalized Lease being refinanced or are consented to in
writing by the Administrative Agent, with the approval of the Required Lenders;
and (y) the principal amount of such purchase money Debt or Capitalized Lease
Obligation shall not be increased above the amount which, after giving effect to
all other purchase money Debt or Capitalized Lease Obligations, as applicable,
is permitted hereunder, and the direct and contingent obligors therefor would
not be changed, as a result of or in connection with such refinancing; (b)
amend, modify or change in any manner any term or condition of any Surviving
Debt if such amendment, modification or change could reasonably be expected to
have a Material Adverse Effect, or (c) permit any of its Subsidiaries to do any
of the foregoing other than to repay any Debt payable to the Borrower or any
other Subsidiary.

SECTION 6.12 AMENDMENT, ETC. OF XXXXX ACQUISITION DOCUMENTS. Cancel or
terminate any Xxxxx Acquisition Document or consent to or accept any
cancellation or termination thereof, amend, modify or change in any manner any
term or condition of any Xxxxx Acquisition Document or give any consent, waiver
or approval thereunder, waive any default under or any breach of any term or
condition of any Xxxxx Acquisition Document or take any other action in
connection with any Xxxxx Acquisition Document that would, in any such case,
impair the value of the interests or rights of the Borrower thereunder, or would
impair the interests or rights of the Administrative Agent or any Lender Party,
or permit any of its Subsidiaries to do any of the foregoing.

SECTION 6.13 INTENTIONALLY OMITTED.

SECTION 6.14 NEGATIVE PLEDGE. Enter into or suffer to exist, or permit any
of the Subsidiaries of the Borrower to enter into or suffer to exist, any
agreement prohibiting or conditioning the creation or assumption of any Lien
upon any of its properties or assets, other than as provided in the Loan
Documents or expressly permitted in this Agreement and except for prohibitions
(i) against assignment in customer contracts; (ii) restrictions under operating
leases and/or charters (under which charters the Borrower or any Subsidiary
charters a vessel from the

shipowner) and which restrictions relate to the leased property or chartered
vessel, and (iii) restrictions under agreements or instruments relating to
Debt permitted under Section 6.2(c)(i) provided such restrictions relate only
to the property purchased with the applicable purchase money Debt or to the
property which is the subject of the Capitalized Lease, as the case may be.

SECTION 6.15 PARTNERSHIPS, NEW SUBSIDIARIES.

(a) Become a general partner in any general or limited partnership or
joint venture, or permit any of its Subsidiaries to do so except with respect to
the Garbage Investment and Investments permitted under Section 6.6(f) or 6.6(k),
or

(b) Create any new Subsidiary, unless such newly created Subsidiary
shall become a Guarantor pursuant to the terms of the Subsidiary Guaranty and an
additional grantor pursuant to the terms of the Security Agreement and
Intellectual Property Security Agreement and all shares of the capital stock of
such Subsidiary are pledged to the Administrative Agent pursuant to the Security
Agreement; PROVIDED, HOWEVER, that the Garbage Subsidiary (or any Subsidiary
thereof) and Xxxxx Insurance shall not be required to be a Guarantor under the
Subsidiary Guaranty or an additional grantor under the Security Agreement and
Intellectual Property Security Agreement.

SECTION 6.16 SPECULATIVE TRANSACTIONS. Engage, or permit any of its
Subsidiaries to engage, in any transaction involving commodity options or
futures contracts or derivatives or any similar speculative transactions, except
for (i) Bank Hedge Agreements expressly permitted under Section 5.14; (ii) Hedge
Agreements with respect to permitted purchase money Debt and permitted
Capitalized Lease Obligations, and (iii) Hedge Agreements with respect to fuel
used in the business of the Borrower and its Subsidiaries;

SECTION 6.17 INVESTMENT CAPITAL EXPENDITURES. Make, or permit any of its
Subsidiaries to make, any Investment Capital Expenditures that would cause the
aggregate of all such Investment Capital Expenditures made by the Borrower and
its Subsidiaries in any period set forth below to exceed the amount set forth
below for such period:

PERIOD AMOUNT
------ ------

Fiscal Year 1998 $24,500,000
Fiscal Year 1999 and each Fiscal Year thereafter $15,000,000

;PROVIDED, HOWEVER, that amounts permitted to be expended in a Fiscal Year that
are not expended in such Fiscal Year, but not in excess of $5,000,000 of such
prior year's unused amount (not including any amount permitted to be carried
forward from a prior year) shall be permitted to be expended in any subsequent
Fiscal Year, PROVIDED that the aggregate of the Investment Capital Expenditures
made in any Fiscal Year after Fiscal Year 1998 does not exceed $20,000,000.

SECTION 6.18 ISSUANCE OF STOCK. The Borrower will not, and will not permit
any of its

Subsidiaries to, directly or indirectly, issue, sell, assign, pledge
or otherwise encumber or dispose of any shares of capital stock of the Borrower
or any Subsidiary of the Borrower, except (a) to the Borrower, and in the case
of capital stock of a Subsidiary also to any Wholly-Owned Subsidiary, (b) to
qualify directors if required by applicable law, (c) as set forth in SCHEDULE
6.18, (d) pursuant to the Xxxxx Acquisition in accordance with the Xxxxx
Acquisition Documents, (e) other issuances of the stock of the Borrower so long
as such issuances do not result in a Change of Control or other Default or Event
of Default and the stock issued under this clause (e) is pledged as part of the
Collateral, and (f) issuance of the capital stock of the Garbage Subsidiary or
of a Subsidiary of a Garbage Subsidiary.

SECTION 6.19 REDEMPTION AND RETIREMENT PAYMENTS. Make, or permit any of
its Subsidiaries to make, any payments to redeem or repurchase its capital
stock, except that the Borrower may (a) redeem or repurchase its capital stock
held by any of the Xxxxx Individuals and may make payments in respect of such
redemption or repurchase; PROVIDED, HOWEVER, that (i) the aggregate amount of
all such redemption and repurchase payments made by the Borrower shall not
exceed $5,000,000 (collectively, the "COMPENSATION PAYMENTS") and (ii) after
giving effect to any such Compensation Payments, no Default or Event of Default
shall exist under Section 9.3 as a result of the Borrower's failure to comply
with Article 8, and Unused Availability is not less than $10,000,000; and (b)
make the Put Payments as provided herein.

ARTICLE 7
REPORTING REQUIREMENTS

While any of the Commitments is outstanding and, in the event any Advance
remains outstanding, so long as the Borrower or any other Loan Party is indebted
to any of the Lender Parties or the Administrative Agent under any of the Loan
Documents, any Letter of Credit is outstanding and until payment in full of the
Notes and full and complete performance of all of its other obligations arising
hereunder, the Borrower shall furnish to the Administrative Agent and Lender
Parties:

SECTION 7.1 DEFAULT NOTICE. As soon as possible and in any event within
five (5) Business Days after a Responsible Officer of the Borrower obtains
knowledge of the occurrence of any Default or any event, development or
occurrence reasonably likely to have a Material Adverse Effect, a statement of
the chief financial officer of the Borrower setting forth details of such
Default or event, development or occurrence and the action that the Borrower has
taken and proposes to take with respect thereto.

SECTION 7.2 INTENTIONALLY OMITTED.

SECTION 7.3 QUARTERLY FINANCIALS. As soon as available and in any event
within (x) with respect to the period commencing on the Closing Date and ending
on the last day of the second full fiscal quarter thereafter, sixty (60) days
after the end of such two fiscal quarters, and (y) thereafter, forty-five (45)
days after the end of each fiscal quarter of each Fiscal Year:

(a) a consolidated (or combined, as applicable) balance sheet of the
Borrower and its Subsidiaries, as of the end of such quarter and a consolidated
(or combined, as applicable) statement of income and a consolidated (or
combined, as applicable) statement of cash flows of the Borrower and its
Subsidiaries, for the period commencing at the end of the previous fiscal
quarter and ending with the end of such fiscal quarter; and

(b) a consolidated (or combined, as applicable) statement of income
and a consolidated (or combined, as applicable) statement of cash flows of the
Borrower and its Subsidiaries for the period commencing at the end of the
previous Fiscal Year and ending with the end of such fiscal quarter, setting
forth in each case in comparative form the corresponding figures for the
corresponding period of the preceding Fiscal Year and the corresponding figures
from the budgets for such period and for the Fiscal Year which includes such
period,

all of the foregoing in reasonable detail and duly certified, on behalf of the
Borrower, by the chief financial officer of the Borrower as having been prepared
in accordance with GAAP (subject to normal year-end audit adjustments), together
with (i) a Compliance Certificate of said officer stating, INTER ALIA, on behalf
of the Borrower, that no Default has occurred and is continuing or, if a Default
has occurred and is continuing, a statement as to the nature thereof and the
action that the Borrower has taken and proposes to take with respect thereto and
(ii) a schedule in form satisfactory to the Administrative Agent of the
computations used by the Borrower in determining compliance with the financial
covenants contained in Article 8, PROVIDED, that in the event of any change in
GAAP used in the preparation of such financial statements, the Borrower shall
also provide, if necessary for the determination of compliance with Article 8, a
statement of reconciliation conforming such financial statements to GAAP.

SECTION 7.4 ANNUAL FINANCIALS. As soon as available and in any event
within (x) with respect to the Fiscal Year ending December 31, 1998, one hundred
twenty (120) days after the end of such Fiscal Year, and (y) thereafter, ninety
(90) days after the end of each Fiscal Year, a copy of the annual audit report
for such year for the Borrower and its Subsidiaries, including therein a
consolidated (or combined, as applicable) balance sheet of the Borrower and its
Subsidiaries, as of the end of such Fiscal Year and a consolidated (or combined,
as applicable) statement of income and a consolidated (or combined, as
applicable) statement of cash flows of the Borrower and its Subsidiaries, for
such Fiscal Year, in each case setting forth in comparative form (in accordance
with GAAP) the corresponding figures for the prior Fiscal Year and in each case
accompanied by an unqualified opinion of an independent certified public
accountant of recognized national standing reasonably acceptable to the
Administrative Agent, together (except for the fiscal year ending December 31,
1998) with (a) a letter of such accounting firm to the Administrative Agent and
Lender Parties stating that in the course of the regular audit of the business
of the Borrower and its Subsidiaries, which audit was conducted by such
accounting firm in accordance with generally accepted auditing standards,
nothing has come to the attention of such accounting firm that caused it to
believe that the Borrower or its Subsidiaries was not in compliance with Article
8 or Section 6.17 of this Agreement, or if, in the opinion of such

accounting firm, such a Default has occurred and is continuing, a statement
as to the nature thereof; PROVIDED, that in the event of any change in GAAP
used in the preparation of such financial statements, the Borrower shall also
provide, if necessary for the determination of compliance with Article 8, a
statement of reconciliation conforming such financial statements to GAAP and
(b) a certificate of the Chief Financial Officer of the Borrower stating, on
behalf of the Borrower, that no Default has occurred and is continuing or, if
a Default has occurred and is continuing, a statement as to the nature
thereof and the action that the Borrower has taken and proposes to take with
respect thereto. With respect to the financial statements covering the Fiscal
Year ending December 31, 1998, such financial statements shall be accompanied
by a Compliance Certificate and a schedule of the type provided in clauses
(i) and (ii), respectively, of Section 7.3 above.

SECTION 7.5 ANNUAL FORECASTS. As soon as available and in any event no
later than ninety (90) days after the end of each Fiscal Year, (i) an annual
operating budget prepared by management of the Borrower, including projected
consolidated and consolidating balance sheets, income statements and cash flow
statements on a quarterly basis, and (ii) a business plan, in each case for the
Fiscal Year following such Fiscal Year then ended and in form reasonably
satisfactory to the Administrative Agent.

SECTION 7.6 ERISA EVENTS AND ERISA REPORTS. (i) Promptly and in any event
within twenty (20) days after any Loan Party or any ERISA Affiliate knows or has
reason to know that any ERISA Event has occurred, a statement of the Chief
Financial Officer of the Borrower describing such ERISA Event and the action, if
any, that such Loan Party or such ERISA Affiliate has taken and proposes to take
with respect thereto and (ii) on the date any records, documents or other
information must be furnished to the PBGC with respect to any Plan pursuant to
Section 4010 of ERISA, a copy of such records, documents and information.

SECTION 7.7 PLAN TERMINATIONS. Promptly and in any event within five (5)
Business Days after receipt thereof by any Loan Party or any ERISA Affiliate,
copies of each notice from the PBGC stating its intention to terminate any Plan
or to have a trustee appointed to administer any Plan or correspondence from the
PBGC indicating it is considering termination of any Plan.

SECTION 7.8 ACTUARIAL REPORTS. Promptly after same is requested by the
Administrative Agent, a copy of the annual actuarial valuation report for each
Plan the funded current liability percentage (as defined in Section 302(d)(8)(B)
of ERISA) of which is less than 90% or the unfunded current liability (as
defined in Section 302(d)(8)(A) of ERISA) of which exceeds $500,000.

SECTION 7.9 PLAN ANNUAL REPORTS. Upon the request, from time to time, of
the Administrative Agent, copies of each Schedule B (Actuarial Information) to
the annual report (Form 5500 Series) with respect to each Plan.

SECTION 7.10 ANNUAL PLAN SUMMARIES. Promptly after same is requested by
the Administrative Agent, an annual summary of actuarial valuation and other
information with

respect to each Plan in form, substance and detail reasonably satisfactory to
the Administrative Agent.

SECTION 7.11 MULTIEMPLOYER PLAN NOTICES. Promptly and in any event within
five (5) Business Days after receipt thereof by any Loan Party or any ERISA
Affiliate from the sponsor of a Multiemployer Plan, copies of each notice
concerning, or other correspondence with respect to, (i) the imposition of
Withdrawal Liability by any such Multiemployer Plan, (ii) the reorganization or
termination, within the meaning of Title IV of ERISA, of any such Multiemployer
Plan or (iii) the amount of liability incurred, or that may be incurred, by such
Loan Party or any ERISA Affiliate in connection with any event described in
clause (i) or (ii).

SECTION 7.12 LITIGATION. Promptly after the commencement thereof, notice
of all actions, suits, investigations, litigation and proceedings before any
court or governmental department, commission, board, bureau, agency or
instrumentality, Federal, state, local or foreign, affecting any Loan Party or
any of its Subsidiaries which would reasonably be expected to have a Material
Adverse Effect and, promptly after the occurrence thereof, notice of any change
in the status or the financial effect on any Loan Party or any of its
Subsidiaries of the Disclosed Litigation from that described on SCHEDULE 4.9
that could reasonably be expected to have a Material Adverse Effect.

SECTION 7.13 SECURITIES REPORTS. Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements and reports that
any Loan Party or any of its Subsidiaries sends to its stockholders, and copies
of all regular, periodic and special reports, and all registration statements,
that any Loan Party or any of its Subsidiaries files with the Securities and
Exchange Commission or any other governmental authority or with any national
securities exchange.

SECTION 7.14 CREDITOR REPORTS. Promptly after the furnishing thereof,
copies of any statement or report furnished to any other holder of the
securities of any Loan Party or of any of its Subsidiaries pursuant to the terms
of any indenture, loan or credit agreement or similar agreement or instrument
and not otherwise required to be furnished to the Lender Parties pursuant to any
other clause of this Article 7.

SECTION 7.15 INTENTIONALLY OMITTED.

SECTION 7.16 REVENUE AGENT REPORTS. Promptly after same is requested by
the Administrative Agent, copies of all Revenue Agent Reports (Internal Revenue
Service Form 886), or other written proposals of the Internal Revenue Service,
that propose, determine or otherwise set forth any adjustments to the Federal
income tax liability of the affiliated group (within the meaning of Section
1504(a)(1) of the Internal Revenue Code) of which the Borrower is a member
aggregating $250,000 or more.

SECTION 7.17 ENVIRONMENTAL CONDITIONS. Promptly after the assertion or
occurrence

thereof, notice of any Environmental Action against or of any noncompliance
by any Loan Party or any of its Subsidiaries with any Environmental Law or
Environmental Permit that could reasonably be expected to have a Material
Adverse Effect.

SECTION 7.18 INSURANCE. Upon the request, from time to time, of the
Administrative Agent, promptly and in any event within thirty (30) days after
any such request, a report summarizing the insurance coverage (specifying type,
amount and carrier) in effect for each Loan Party and its Subsidiaries and
containing such additional information as the Administrative Agent may
reasonably request.

SECTION 7.19 BORROWING BASE CERTIFICATE. As soon as available and in any
event within thirty (30) days after the end of each month, a Borrowing Base
Certificate, as at the end of the previous month, certified by the chief
financial officer of the Borrower.

SECTION 7.20 MANAGEMENT LETTERS. As soon as available and in any event
within ten (10) Business Days after the receipt thereof, copies of any
"management letter" or similar letter received by the Borrower or its Board of
Directors (or any Committee thereof) from its independent public accountants.

SECTION 7.21 VISUAL SURVEYS AND DESK TOP APPRAISALS.

(a) A Desk Top Appraisal, at the expense of the Borrower, but in no
event no more than once per year per Vessel.

(b) A new Visual Survey, at the expense of the Borrower, if the most
recent Visual Survey is more than three (3) years old at the time any Put
Payments are to be made.

SECTION 7.22 VESSELS. Upon the request, from time to time, of the
Administrative Agent, promptly and in any event within ten (10) Business Days
after any such request, a report supplementing Schedule 4.29, including a list
of all Vessels disposed of by the Loan Party that is the owner of such Vessel
during such Fiscal Year and a description of such other changes in the
information included in such Schedule as may be necessary for such Schedule to
remain accurate and complete in all respects.

SECTION 7.23 OTHER INFORMATION. Such other information respecting the
business, condition (financial or otherwise), operations, performance,
properties or prospects of any Loan Party or any of its Subsidiaries or the
Collateral as the Administrative Agent or any Lender Party (through the
Administrative Agent) may from time to time reasonably request.

ARTICLE 8
FINANCIAL COVENANTS

So long as any Advance shall remain unpaid, any Letter of Credit shall be
outstanding or any Lender Party shall have any Commitment hereunder, the
Borrower will:

SECTION 8.1 CONSOLIDATED FUNDED DEBT TO EBITDA RATIO. Maintain as of the
end of each fiscal quarter of the Borrower a ratio of Consolidated Funded Debt
to EBITDA for the most recently completed four fiscal quarters of the Borrower
of not more than the ratio set forth below:

FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- ------

December 31, 1998 4.00 to 1.00
March 31, 1999 4.00 to 1.00
June 30, 1999 4.00 to 1.00
September 30, 1999 3.75 to 1.00
December 31, 1999 3.75 to 1.00
March 31, 2000 3.75 to 1.00
June 30, 2000 3.50 to 1.00
September 30, 2000 3.50 to 1.00
December 31, 2000 3.50 to 1.00
March 31, 2001 3.50 to 1.00
June 30, 2001 3.25 to 1.00
September 30, 2001 3.25 to 1.00
December 31, 2001 and each March 31, June 30, 3.00 to 1.00
September 30 and December 31 thereafter

SECTION 8.2 INTEREST COVERAGE RATIO. Maintain as of each date set forth
below, a ratio of (i) EBITDA for the most recently completed four fiscal
quarters of the Borrower to (ii) Consolidated cash Interest Expense for such
period of not less than the ratio set forth below for such period:

FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- ------

December 31, 1998 2.50 to 1.00
March 31, 1999 2.50 to 1.00
June 30, 1999 2.50 to 1.00
September 30, 1999 2.50 to 1.00
December 31, 1999 2.50 to 1.00
March 31, 2000 2.75 to 1.00
June 30, 2000 2.75 to 1.00
September 30, 2000 2.75 to 1.00
December 31, 2000 2.75 to 1.00
March 31, 2001 and each June 30, September 30, December 3.00 to 1.00
31 and March 31 thereafter

SECTION 8.3 FIXED CHARGE COVERAGE RATIO. Maintain as of the end of each
fiscal quarter of the Borrower a Fixed Charge Coverage Ratio for the most
recently completed four fiscal quarters of the Borrower of not less than the
ratio set forth below for such period:

FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- ------

December 31, 1998 1.25 to 1.00
March 31, 1999 1.25 to 1.00
June 30, 1999 1.25 to 1.00
September 30, 1999 1.25 to 1.00
December 31, 1999 1.25 to 1.00
March 31, 2000 1.25 to 1.00
June 30, 2000 1.25 to 1.00
September 30, 2000 1.25 to 1.00
December 31, 2000 1.25 to 1.00
March 31, 2001 1.25 to 1.00
June 30, 2001 1.25 to 1.00
September 30, 2001 1.25 to 1.00
December 31, 2001 1.25 to 1.00
March 31, 2002 and each June 30, September 30, December 1.15 to 1.00
31 and March 31 thereafter

SECTION 8.4 MINIMUM NET WORTH. Maintain, as of the last day of each
fiscal quarter, an excess of Consolidated total assets over Consolidated total
liabilities in accordance with GAAP, of the Borrower and its Subsidiaries of not
less than (i) eighty-five percent (85%) of the excess of Consolidated total
assets over Consolidated total liabilities of the Borrower and its Subsidiaries
at the Closing Date PLUS (ii) 100% of Consolidated positive net income of the
Borrower and its Subsidiaries as at March 31, and each June 30, September 30,
December 31 and March 31 thereafter computed on a cumulative basis for said
entire period.

For purposes of determining net worth in this Section 8.4, (i) the
following shall be excluded from the determination of such net income: (A) 100%
of Consolidated net gain or loss on the sale or other disposition of any Vessel
owned by the Borrower or any of its Subsidiaries; PROVIDED, HOWEVER, that, with
respect to any loss of such Vessels owned by the Borrower or any of its
Subsidiaries, such loss shall be net of any insurance payments received in
connection with such loss, (B) any redemption premiums or charges for deferred
costs incurred in connection with the Senior Notes and/or the redemption
thereof, (C) the Compensation Payments and (D) any Put Payments to the extent
expressly permitted to be made under clause (e) of Section 6.7; and (ii) the
liquidation value, determined as of the date of determination of net worth, of
the non-redeemable preferred stock of the Borrower held by the holders of such
preferred stock as of the Closing Date, together with any such preferred stock
acquired by employees upon the exercise of stock options or acquired by the
Turecamo Stockholders pursuant to the indemnity provisions of the Xxxxx
Acquisition Agreement (the "NON-REDEEMABLE PREFERRED STOCK") and

the capital stock subject to redemption in connection with the Put Payments
and/or the Compensation Payments shall be included in such determination as
shareholders equity.

ARTICLE 9
EVENTS OF DEFAULT

If any of the following ("EVENTS OF DEFAULT") shall occur and be
continuing:

SECTION 9.1 PAYMENT. (a) The Borrower shall fail to pay any principal of
any Advance when the same shall become due and payable or (b) the Borrower shall
fail to pay any interest on any Advance, or any Loan Party shall fail to make
any other payment under any Loan Document, in each case under this clause (b)
within five (5) Business Days after the same becomes due and payable; or

SECTION 9.2 REPRESENTATIONS AND WARRANTIES. Any representation or
warranty made by any Loan Party (or any of its officers) under or in connection
with any Loan Document shall prove to have been incorrect in any material
respect when made or confirmed; or

SECTION 9.3 CERTAIN COVENANTS. The Borrower shall fail to perform or
observe any term, covenant or agreement contained in Section 2.14, 5.5 or 5.13,
Article 6 or Article 8; or

SECTION 9.4 OTHER COVENANTS. Any Loan Party shall fail to perform any
other term, covenant or agreement contained in any Loan Document on its part to
be performed or observed if such failure shall remain unremedied for thirty (30)
days after the earlier of the date on which (a) a Responsible Officer of any
Loan Party becomes aware of such failure or (b) written notice thereof shall
have been given to the Borrower by the Administrative Agent or any Lender Party;
or

SECTION 9.5 OTHER DEFAULTS. Any Loan Party or any of its Subsidiaries
shall fail after any applicable grace period to pay any principal of, premium
or interest on or any other amount payable in respect of any Debt that is
outstanding in a principal or notional amount of at least $1,000,000 either
individually or in the aggregate (but excluding Debt outstanding hereunder)
of such Loan Party or such Subsidiary (as the case may be), when the same
becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise); or any other event shall occur or
condition shall exist (after any applicable grace period) under any agreement
or instrument relating to any such Debt, in each case if the effect of such
event or condition is to accelerate, or to permit the acceleration of, the
maturity of such Debt or otherwise to cause, or to permit the holder thereof
to cause, such Debt to mature, in each case prior to the stated maturity
thereof; or any such Debt shall be declared to be due and payable or required
to be prepaid or redeemed (other than by a regularly scheduled required
prepayment or redemption or as otherwise permitted under Section 6.11),
purchased or defeased, or an offer to prepay, redeem, purchase or defease
such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or

SECTION 9.6 BANKRUPTCY, ETC.. Any Loan Party or any of its Subsidiaries
shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by or against any Loan Party or any of its Subsidiaries seeking to adjudicate it
a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted against it
(but not instituted by it) that is being diligently contested by it in good
faith, either such proceeding shall remain undismissed or unstayed for a period
of sixty (60) days or any of the actions sought in such proceeding (including,
without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or any
substantial part of its property) shall occur, or any Loan Party or any of its
Subsidiaries shall take any corporate action to authorize any of the actions set
forth above in this Section 9.6; or

SECTION 9.7 JUDGMENTS. Any judgment or order for the payment of money in
excess of $1,000,000 (excluding that portion of such a judgment or order which
is fully covered by insurance for which the appropriate insurer has acknowledged
responsibility in writing) shall be rendered against any Loan Party or any of
its Subsidiaries and such judgments or orders shall not have been vacated or
discharged within 30 days from entry thereof and the Borrower shall not, within
said period of 30 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be
stayed pending such appeal; or

SECTION 9.8 LOAN DOCUMENTS. Any material provision of any Loan Document
after delivery thereof shall for any reason cease to be valid and binding on or
enforceable against any Loan Party which is party to it, or any such Loan Party
shall so state in writing; or

SECTION 9.9 LIENS. Any Collateral Document after delivery thereof shall
for any reason (other than failure to file continuation statements or other
circumstances not the fault of the Borrower) cease to or otherwise not create a
valid and perfected first and only priority lien, subject to any Lien permitted
hereunder, on and security interest in all material Collateral purported to be
covered thereby; or

SECTION 9.10 CHANGE OF CONTROL. Any Change of Control shall occur; or

SECTION 9.11 ERISA EVENTS.

(a) Any ERISA Event shall have occurred with respect to a Plan and
the sum (determined as of the date of occurrence of the last such ERISA Event)
of the Insufficiency of such Plan and the Insufficiency of any and all other
Plans with respect to which an ERISA Event

shall have occurred and then exist (or the liability of the Loan Parties and
the ERISA Affiliates related to such ERISA Events) which could reasonably be
expected to have a Material Adverse Effect; or

(b) Any Loan Party or any ERISA Affiliate shall have been notified by
the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to
such Multiemployer Plan in an amount that, when aggregated with all other
amounts required to be paid to Multiemployer Plans by the Loan Parties and the
ERISA Affiliates as Withdrawal Liability (determined as of the date of such
notification), could reasonably be expected to have a Material Adverse Effect;
or

(c) Any Loan Party or any ERISA Affiliate shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
and as a result of such reorganization or termination the aggregate annual
contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer
Plans that are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the plan
years of such Multiemployer Plans immediately preceding the plan year in which
such reorganization or termination occurs by an amount which could reasonably be
expected to have a Material Adverse Effect; or

SECTION 9.12 BORROWING BASE DEFICIENCY. Any Borrowing Base Deficiency
shall occur and be continuing which is not eliminated by the Borrower's
prepayment within seven (7) Business Days of then outstanding Revolving Credit
Advances in an amount sufficient to eliminate such Borrowing Base Deficiency; or

SECTION 9.13 THE VESSELS.

(a) A proceeding shall have been commenced on behalf of the United
States to effect the forfeiture of any of the Vessels or any notice shall have
been issued on behalf of the United States of the seizure of any of the Vessels
or to the effect that the certificate of documentation of any of the Vessels is
subject to cancellation or revocation, for any reason whatsoever and such
forfeiture could reasonably be expected to have a Material Adverse Effect; or

(b) Any Loan Party which owns a Vessel shall lose its status as a
citizen of the United States for the purpose of operating vessels in the
coastwise trade in accordance with Section 2 of the Shipping Act of 1916, as
amended;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare all of the Commitments of each appropriate Lender (other than the
Commitment in respect of Letter of Credit Advances by the Issuing Bank or a
Revolving Credit Lender pursuant to Section 2.3(c)) and of the Issuing

Bank to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate (PROVIDED, HOWEVER, that with respect to the Term A
Commitment only, such termination may occur only in the event of an Event of
Default arising out of any Section enumerated in Section 3.4(a)(ii)), and
(ii) shall at the request, or may with the consent, of the Required Lenders,
(A) by notice to the Borrower, declare the Notes, all interest thereon and
all other amounts payable under this Agreement and the other Loan Documents
to be forthwith due and payable, whereupon the Notes, all such interest and
all such other amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower and (B) by notice to each party
required under the terms of any agreement in support of which a Standby
Letter of Credit is issued, request that all Obligations under such agreement
be declared to be due and payable; PROVIDED, HOWEVER, that in the event of an
actual entry of an order for relief with respect to any Loan Party or any of
its Subsidiaries under the Federal Bankruptcy Code, (x) the obligation of
each Lender to make Advances (other than Letter of Credit Advances by the
Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c)) and of
the Issuing Bank to issue Letters of Credit shall automatically be terminated
and (y) the Notes, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.

If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Article 9
or otherwise, make demand upon the Borrower to, and forthwith upon such demand
the Borrower will, pay to the Administrative Agent on behalf of the Lender
Parties in same day funds at the Administrative Agent's office designated in
such demand, for deposit in the L/C Cash Collateral Account, an amount equal to
the aggregate Available Amount of all Letters of Credit then outstanding. If at
any time the Administrative Agent determines that any funds held in the L/C Cash
Collateral Account are subject to any prior right or claim of any Person other
than the Administrative Agent and the Lender Parties or that the total amount of
such funds is less than the aggregate Available Amount of all Letters of Credit,
the Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the L/C
Cash Collateral Account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then held in the
L/C Cash Collateral Account that the Administrative Agent determines to be free
and clear of any such right and claim.

ARTICLE 10
THE ADMINISTRATIVE AGENT

SECTION 10.1 AUTHORIZATION AND ACTION.

(a) Each Lender Party (in its capacities as a Lender, the Issuing
Bank and/or any Hedge Bank) hereby appoints the Administrative Agent as such and
as "Trustee" under the

Preferred Ship Mortgages and authorizes it to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement
and the other Loan Documents (including the Preferred Ship Mortgages) as are
delegated to it by the terms hereof and thereof, together with such powers
and discretion as are reasonably incidental thereto. The Administrative
Agent shall have no duties or responsibilities except those expressly set
forth in this Agreement and the other Loan Documents and shall not be a
fiduciary for any Lender Party or Hedge Bank.

(b) As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding upon all Lender Parties and all holders of Notes and any action taken or
failure to act pursuant thereto shall be binding on all the Lender Parties;
PROVIDED, HOWEVER, that the Administrative Agent shall not be required to take
any action that exposes the Administrative Agent to personal liability or that
is contrary to this Agreement, any other Loan Document or applicable law and
except for action expressly required by the Administrative Agent hereunder or
under the Loan Documents, the Administrative Agent shall in all cases be fully
justified in failing or refusing to act hereunder or thereunder unless it shall
be indemnified to its satisfaction by the Lender Parties and Hedge Banks against
any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action.

SECTION 10.2 AGENT'S RELIANCE, ETC. Neither the Administrative Agent nor
any of its directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the
Administrative Agent: (a) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by the Lender that is the payee of such Note, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 11.7; (b) may consult
with legal counsel (including counsel for any Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (c) makes no warranty or
representation to any Lender Party and shall not be responsible to any Lender
Party for recitals, any statements, warranties or representations (whether
written or oral) made in or in connection with the Loan Documents; (d) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of any Loan Document on the part of
any Loan Party or to inspect the property (including the books and records) of
any Loan Party; (e) shall not be responsible to any Lender Party for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of, or the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant thereto; (f) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or

writing (which may be by telegram, telecopy or telex) believed by it to be
genuine and signed or sent by or on behalf of the proper party or parties;
and (g) may employ agents and attorneys-in-fact and shall not be answerable
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.

SECTION 10.3 FLEET AND AFFILIATES. With respect to its Commitments, the
Advances made by it and the Notes issued to it, Fleet shall have the same rights
and powers under the Loan Documents as any other Lender Party and may exercise
the same as though it were not the Administrative Agent; and the term "Lender
Party" or "Lender Parties" shall, unless otherwise expressly indicated, include
Fleet in its individual capacity. Fleet and its affiliates may accept deposits
from, lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of business with, any
Loan Party, any of its Subsidiaries and any Person who may do business with or
own securities of any Loan Party or any such Subsidiary and may accept fees and
other consideration from the Borrower or its Affiliates, for services in
connection with this Agreement, the other Loan Documents or otherwise, all as if
Fleet were not the Administrative Agent and without any duty to account therefor
to the Lender Parties.

SECTION 10.4 LENDER PARTY CREDIT DECISION. Each Lender Party acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.6 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender Party 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.

SECTION 10.5 INDEMNIFICATION.

(a) Each Lender Party severally agrees to indemnify the
Administrative Agent (to the extent not promptly reimbursed by the Borrower)
from and against such Lender Party's ratable share (determined as provided
below) of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of any of the Loan
Documents or any transaction contemplated hereby and thereby or any action taken
or omitted by the Administrative Agent under any of the Loan Documents;
PROVIDED, HOWEVER, that no Lender Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting from the Administrative
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender Party agrees to reimburse the Administrative Agent
promptly upon demand for its ratable share of any costs and expenses (including,
without limitation, fees and expenses of counsel) payable by the Borrower under
Section 11.4, to the extent that the Administrative Agent is not promptly

reimbursed for such costs and expenses by the Borrower.

(b) Each Lender Party severally agrees to indemnify the Issuing Bank
(to the extent not promptly reimbursed by the Borrower) from and against such
Lender Party's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Issuing Bank in any way
relating to or arising out of any of the Loan Documents or any action taken or
omitted by the Issuing Bank under any of the Loan Documents; PROVIDED, HOWEVER,
that no Lender Party shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Issuing Bank's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender Party
agrees to reimburse the Issuing Bank promptly upon demand for its ratable share
of any costs and expenses (including, without limitation, fees and expenses of
counsel) payable by the Borrower under Section 11.4, to the extent that the
Issuing Bank is not promptly reimbursed for such costs and expenses by the
Borrower.

(c) For purposes of Sections 10.5(a) and 10.5(b), the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (i) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Lender Parties, (ii) their
respective Pro Rata Shares of the aggregate Available Amount of all Letters of
Credit outstanding at such time, (iii) the aggregate unused portions of their
respective Term A Commitments and Term B Commitments at such time and (iv) their
respective Unused Revolving Credit Commitments at such time; PROVIDED, that the
aggregate principal amount of Letter of Credit Advances owing to the Issuing
Bank shall be considered to be owed to the Revolving Credit Lenders ratably in
accordance with their respective Revolving Credit Commitments. In the event
that any Defaulted Advance shall be owing by any Defaulting Lender at any time,
such Lender Party's Commitment with respect to the Facility under which such
Defaulted Advance was required to have been made shall be considered to be
unused for purposes of this Section 10.5 to the extent of the amount of such
Defaulted Advance. The failure of any Lender Party to reimburse the
Administrative Agent or the Issuing Bank, as the case may be, promptly upon
demand for its ratable share of any amount required to be paid by the Lender
Parties to the Administrative Agent or the Issuing Bank, as the case may be, as
provided herein shall not relieve any other Lender Party of its obligation
hereunder to reimburse the Administrative Agent or the Issuing Bank, as the case
may be, for its ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to reimburse the
Administrative Agent or the Issuing Bank, as the case may be, for such other
Lender Party's ratable share of such amount. Without prejudice to the survival
of any other agreements of any Lender Party hereunder, the agreement and
obligations of each Lender Party contained in this Section 10.5 shall survive
the payment in full of principal, interest and all other amounts payable
hereunder and under the other Loan Documents.

SECTION 10.6 SUCCESSOR ADMINISTRATIVE AGENTS. The Administrative Agent
may resign

as to any or all of the Facilities at any time by giving written notice
thereof to the Lender Parties and the Borrower and may be removed as to all
of the Facilities at any time with or without cause by the Required Lenders.
Upon any such resignation or removal, the Required Lenders shall have the
right (subject to the approval of the Borrower, such approval not to be
unreasonably withheld or delayed; provided that the Borrower shall have no
right of approval if at the applicable time of the proposed appointment any
Event of Default shall have occurred and be continuing) to appoint a
successor Administrative Agent as to such of the Facilities as to which the
Administrative Agent has resigned or been removed. If no successor
Administrative Agent shall have been so appointed by the Required Lenders,
and shall have accepted such appointment, within thirty (30) days after the
retiring Administrative Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lender Parties, appoint a
successor Administrative Agent, which shall be a Lender which is a commercial
bank organized under the laws of the United States or of any State thereof
and having a combined capital and surplus of at least $250,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent as to all of the Facilities and upon the
execution and filing or recording of such financing statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Collateral
Documents, such successor Administrative Agent shall succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations under this Agreement and
the other Loan Documents. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent as to less
than all of the Facilities and upon the execution and filing or recording of
such financing statements, or amendments thereto, and such other instruments
or notices, as may be necessary or desirable, or as the Required Lenders may
request, in order to continue the perfection of the Liens granted or
purported to be granted by the Collateral Documents, such successor
Administrative Agent shall succeed to and become vested with all the rights,
powers, discretion, privileges and duties of the retiring Administrative
Agent as to such Facilities, other than with respect to funds transfers and
other similar aspects of the administration of Borrowings under such
Facilities, issuances of Letters of Credit (notwithstanding any resignation
as Administrative Agent with respect to the Letter of Credit Facility) and
payments by the Borrower in respect of such Facilities, and the retiring
Administrative Agent shall be discharged from its duties and obligations
under this Agreement as to such Facilities, other than as aforesaid. After
any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent as to all of the Facilities, the provisions of this
Article 10 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent as to any Facilities under
this Agreement.

Anything contained in this Section 10.6 to the contrary notwithstanding, no
Person may become a successor Administrative Agent or Mortgagee under the
Preferred Ship Mortgages unless it is a Coastwise Citizen.

The Administrative Agent (and each successor Administrative Agent) hereby
represents and warrants that it is a Coastwise Citizen and covenants that it
will maintain its status as a Coastwise Citizen.

SECTION 10.7 EVENTS OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge of the occurrence of a Default (other than the
non-payment of principal of or interest on Loans) unless the Administrative
Agent has received notice from a Lender or the Borrower specifying such
Default and stating that such notice is a "Notice of Default". In the event
that the Administrative Agent receives such a notice of the occurrence of a
Default, the Administrative Agent shall give notice thereof to the Lenders
(and shall give each Lender notice of each such non-payment). The
Administrative Agent shall (subject to Section 10.1(b) hereof) take such
action with respect to such Default as shall be directed by the Required
Lenders.

ARTICLE 11
MISCELLANEOUS

SECTION 11.1 AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or the Notes or any other Loan Document, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed (or, in the case of the Collateral
Documents, consented to) by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; PROVIDED, HOWEVER, that (a) no amendment, waiver or
consent shall, unless in writing and signed by all of the Lenders (other than
any Lender Party that is, at such time, a Defaulting Lender), do any of the
following at any time: (i) change the percentage of (A) the Commitments, (B) the
aggregate unpaid principal amount of the Advances or (C) the aggregate Available
Amount of outstanding Letters of Credit that, in each case, shall be required
for the Lenders or any of them to take any action hereunder; (ii) release all or
substantially all of the Collateral in any transaction or series of related
transactions or permit the creation, incurrence, assumption or existence of any
Lien on a substantial portion of the Collateral in any transaction or series of
related transactions to secure any liabilities or obligations other than
Obligations owing to the Secured Parties under the Loan Documents; (iii) release
any of the Guarantors from their Guaranty; or (iv) amend this Section 11.1 or
the definition of Required Lenders; and (b) no amendment, waiver or consent
shall, unless in writing and signed by the Required Lenders and each Lender that
has a Commitment under the Term A Facility, Term B Facility or Revolving Credit
Facility if affected by such amendment, waiver or consent, (i) increase the
Commitments of such Lender (it being agreed that waiver of a condition(s) to
lend shall not be construed as increasing the Commitments), (ii) reduce the
principal of, or interest on (except for waivers of default interest rates), the
Notes held by such Lender or any fees or other amounts payable hereunder to such
Lender, (iii) change any date fixed for any payment of principal of, or interest
on, the Notes held by such Lender or any fees or other amounts payable hereunder
to such Lender or (iv) change the order of application of any prepayment set
forth in

Section 2.6 in any manner that materially affects such Lender; PROVIDED,
FURTHER, that no amendment, waiver or consent shall, unless in writing and
signed by the Issuing Bank, as the case may be, in addition to the Lenders
required above to take such action, affect the rights or obligations of the
Issuing Bank, as the case may be, under this Agreement or any other Loan
Document; and PROVIDED, FURTHER, that no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the
Lenders required above to take such action, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document.

SECTION 11.2 NOTICES ETC. All notices and other communications provided
for hereunder shall be in writing (including telegraphic, telecopy or telex
communication) and mailed, telegraphed, telecopied, telexed or delivered, by
overnight courier services or personally served,

(a) if to the Borrower:

c/x Xxxxx Transportation Company
Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Chief Financial Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

with a copy to:

Xxxx Xxxxx & Xxxxxxx LLP
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

(b) if to the Administrative Agent:

Fleet Bank, N.A.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

with a copy to:

Winston & Xxxxxx

000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

(c) if to any Initial Lender or the Initial Issuing Bank, at its
Domestic Lending Office specified opposite its name on SCHEDULE I attached
hereto.

(d) if to any other Lender Party, at its Domestic Lending Office
specified in the Assignment and Acceptance pursuant to which it became a Lender
Party;

or, as to the Borrower or the Administrative Agent, at such other address as
shall be designated by such party in a written notice to the other parties and,
as to each other party, at such other address as shall be designated by such
party in a written notice to the Borrower and the Administrative Agent. All
such notices and communications shall, (i) when mailed by certified mail, return
receipt requested, be effective three (3) days after mailing, (ii) when
telegraphed, telecopied or telexed be effective upon delivery to the telegraph
company, upon transmission by telecopier or upon confirmation by telex
answerback, (iii) when delivered in person, be effective when delivered, and
(iv) when delivered by overnight courier, be effective two (2) Business Days
after delivery to the courier properly addressed, except that notices and
communications to the Administrative Agent pursuant to Article 2, 3 or 10 shall
not be effective until received by the Administrative Agent. Delivery by
telecopier of an executed counterpart of this Agreement, the Notes or any other
Loan Document or of any Exhibit hereto or thereto or of any amendment or waiver
of any provision thereof shall be as effective as delivery of a manually
executed counterpart thereof.

SECTION 11.3 NO WAIVER; REMEDIES; COUNTERCLAIMS. No failure on the part
of any Lender Party or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder or under any Note or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law or in equity. The due payment and
performance of the Obligations shall be without regard to any counterclaim,
right of offset or any other claim whatsoever that the Borrower or other Loan
Party may have against any Lender Party, Hedge Bank or the Administrative Agent
and, subject to Section 2.15, without regard to any other obligation of any
nature whatsoever that any Lender Party, Hedge Bank or the Administrative Agent
may have to the Borrower or Loan Party, and no such counterclaim or offset shall
be asserted by the Borrower (unless such counterclaim or offset would, under
applicable law, be permanently and irrevocably lost if not brought in such
action) in any action, suit or proceeding instituted by any Lender Party, Hedge
Bank or the Administrative Agent for payment or performance of the Obligations.

SECTION 11.4 COSTS AND EXPENSES.

(a) The Borrower agrees to pay on demand (i) all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection
with the preparation, execution, delivery, modification and amendment of the
Loan Documents (including, without limitation, (A) all reasonable due
diligence, collateral review, syndication (including printing, distribution
and bank meetings), transportation, duplication, appraisal, audit, insurance,
consultant, search, filing and recording fees and expenses, and (B) the
reasonable fees and expenses of counsel for the Administrative Agent with
respect thereto, including advising the Administrative Agent as to its rights
and responsibilities, or the perfection, protection or preservation of rights
or interests under the Loan Documents, negotiating with any Loan Party or
with other creditors of any Loan Party or any of its Subsidiaries arising out
of any Default or any events or circumstances that may give rise to a
Default, and presenting claims in or otherwise participating in or monitoring
any bankruptcy, insolvency or other similar proceeding involving creditors'
rights generally and any proceeding ancillary thereto) and (ii) all
reasonable costs and expenses of the Administrative Agent and the Lender
Parties in connection with the enforcement of the Loan Documents, whether in
any action, suit or litigation or any bankruptcy, insolvency or other similar
proceeding affecting creditors' rights generally or otherwise (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent and each Lender Party with respect thereto).

(b) The Borrower agrees to indemnify and hold harmless the
Administrative Agent, each Lender Party and each of their respective
Affiliates and their respective officers, directors, employees, agents and
advisors (each, an "INDEMNIFIED PARTY") from and against any and all claims,
damages, losses, liabilities and reasonable expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be incurred by
or asserted or awarded against any Indemnified Party, in each case arising
out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any commenced or threatened investigation,
litigation or proceeding arising out of, related to or in connection with any
federal securities law or any other statute of any jurisdiction or any
regulation or at common law or otherwise against any Indemnified Party, (i)
the Transaction or any other transaction of Borrower or any of its
Subsidiaries or other Affiliates and any of the other transactions
contemplated by the Loan Documents, (ii) the Xxxxx Acquisition or any other
acquisition or proposed acquisition or similar business combination or
proposed business combination by the Borrower or any of its Subsidiaries or
other Affiliates of all or any portion of the shares of capital stock or
substantially all of the property and assets of any other Person or any acts,
practices or omissions of the Borrower, any of its Subsidiaries or its agents
related thereto, or any withdrawals, termination or cancellation of any such
proposed transaction for any reason, (iii) the Facilities, the actual or
proposed use of the proceeds of the Advances or the Letters of Credit by the
Borrower or any of its Subsidiaries or other Affiliates and any of the other
transactions contemplated by the Loan Documents, or (iv) the actual or
alleged presence of Hazardous Materials on any property of any Loan Party or
any of its Subsidiaries or any Environmental Action relating in any way to
any Loan Party or any of its Subsidiaries, in each case whether or not such
investigation, litigation or

proceeding is brought by any Loan Party, its directors, officers, employees,
stockholders or creditors or an Indemnified Party or any Indemnified Party is
otherwise a party thereto and whether or not the Transaction or any other
transaction contemplated hereby is consummated, except to the extent such
claim, damage, loss, liability or expense is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct. The Borrower
also agrees not to assert any claim against the Administrative Agent, any
Lender Party or any of their respective Affiliates, or any of their
respective officers, directors, employees, attorneys and agents, on any
theory of liability, for punitive damages arising out of or otherwise
relating to the Xxxxx Acquisition, the Facilities, the actual or proposed use
of the proceeds of the Advances or the Letters of Credit, the Loan Documents
or any of the Transaction or other transactions contemplated thereby.

(c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender Party
other than on the last day of the Interest Period for such Advance, as a result
of a payment or Conversion pursuant to Section 2.9(b)(i) or 2.10(d) or a
prepayment pursuant to Section 2.6(a) or (b), acceleration of the maturity of
the Notes pursuant to Article 9 or for any other reason, the Borrower shall,
upon demand by such Lender Party (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender Party any amounts required to compensate such Lender Party for any
additional losses, costs or expenses that it may reasonably incur as a result of
such payment, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
re-employment of deposits or other funds required by any Lender Party to fund or
maintain such Advance.

(d) If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by the Administrative Agent, in its sole
discretion.

(e) Without prejudice to the survival of any other agreement of any
Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
11.4 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.

SECTION 11.5 RIGHT OF SET-OFF. Upon the occurrence and during the
continuance of any Event of Default, each Lender Party and each of its
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender Party or such
Affiliate to or for the credit or the account of the Borrower or any of its
Subsidiaries against any and all of the Obligations of the Borrower now or
hereafter existing under this Agreement and the Note or Notes (if any) held by
such Lender Party, irrespective of whether such Lender Party shall have

made any demand under this Agreement or such Note or Notes and although such
obligations may be unmatured. Each Lender Party agrees promptly to notify
the Borrower and the Administrative Agent after any such set-off and
application; PROVIDED, HOWEVER, that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of each
Lender Party and its respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender Party and its respective Affiliates may have at
law, in equity or otherwise.

SECTION 11.6 BINDING EFFECT. This Agreement shall become effective when it
shall have been executed by the Borrower and the Administrative Agent and when
the Administrative Agent shall have been notified by each Initial Lender and the
Initial Issuing Bank that each such Initial Lender and the Initial Issuing Bank
has executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, the Administrative Agent and each Lender Party and their
respective successors and assigns, except that the Borrower shall not have the
right to assign any of its rights hereunder or any interest herein without the
prior written consent of the Lender Parties.

SECTION 11.7 ASSIGNMENTS AND PARTICIPATIONS.

(a) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment or Commitments, the Advances
owing to it and the Note or Notes held by it); PROVIDED, HOWEVER, that (i) each
such assignment shall be of a uniform, and not a varying, percentage of all
rights and obligations under and in respect of each of the Facilities on a pro
rata basis with respect to each Facility, and no Facility may be assigned in
full or in part without a contemporaneous assignment to the same assignee of
each of the other Facilities, (ii) except in the case of an assignment to a
Person that, immediately prior to such assignment, was a Lender or an assignment
of all of a Lender's rights and obligations under this Agreement, the amount of
the Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000, (iii) no
such assignments shall be permitted without the prior consent of the
Administrative Agent (which may be withheld for any reason) until the
Administrative Agent shall have notified the Lender Parties that syndication of
the Commitments hereunder has been completed, but in any event not later than 90
days following the Closing Date, (iv) no such assignment shall be permitted if,
immediately after giving effect thereto, the Borrower would be required to make
payments to or on behalf of the assignee Lender Party pursuant to Section
2.10(a) or (b) and the assignor Lender Party was not, at the time of such
assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b),
and (v) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment and a processing and recordation fee of $3,500.

(b) Upon such execution, delivery, acceptance and recording, from and
after

the effective date specified in such Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender or
Issuing Bank, as the case may be, hereunder and (y) the Lender or Issuing
Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and 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 or Issuing Bank's rights
and obligations under this Agreement, such Lender or Issuing Bank shall cease
to be a party hereto).

(c) By executing and delivering an Assignment and Acceptance, the
Lender Party assignor thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender Party 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 other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, this Agreement or any other Loan Document or any
other instrument or document furnished pursuant hereto or thereto; (ii) such
assigning Lender Party makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any
other Loan Party or the performance or observance by any Loan Party of any of
its obligations under any Loan Document or any other instrument or document
furnished pursuant thereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements
referred to in Section 4.6 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 the Administrative Agent, such assigning Lender Party or
any other Lender Party 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; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement and the other Loan Documents as
are delegated to the Administrative Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender or Issuing Bank, as the case may be.

(d) The Administrative Agent shall maintain at its address referred
to in Section 11.2 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lender Parties and the Commitment under each Facility of, and principal
amount of the Advances owing under each Facility to, each Lender Party from time
to time (the "REGISTER"). The entries in the Register

shall be conclusive and binding for all purposes, absent manifest error, and
the Borrower, the Administrative Agent and the Lender Parties may treat each
Person whose name is recorded in the Register as a Lender Party hereunder for
all purposes of this Agreement. The Register shall be available for
inspection by the Borrower or any Lender Party at any reasonable time and
from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee, together with any Note or Notes subject
to such assignment and the appropriate processing and reconciliation fee, the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of EXHIBIT A hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. In the case of any
assignment by a Lender, within five (5) Business Days after its receipt of such
notice, the Borrower, at its own expense, shall execute and deliver to the
Administrative Agent in exchange for the surrendered Note or Notes a new Note to
the order of such Eligible Assignee in an amount equal to the Commitment assumed
by it under a Facility pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder under such Facility, a new
Note to the order of the assigning Lender in an amount equal to the Commitment
retained by it hereunder. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of Exhibit C, D or E
hereto, as the case may be.

(f) The Issuing Bank may assign to an Eligible Assignee which is a
financial institution domiciled in the United States all of its rights and
obligations under the undrawn portion of its Letter of Credit Commitment at any
time; PROVIDED, HOWEVER, that (i) each such assignment shall be to an Eligible
Assignee and (ii) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500.

(g) Each Lender Party may sell participations to one or more Persons
(other than any Loan Party or any of its Affiliates) in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Advances owing to it and
the Note or Notes, if any, held by it) at any time and from time to time and
without the consent of or notice to the Borrower or any Guarantor; PROVIDED,
HOWEVER, that (i) such Lender Party's obligations under this Agreement
(including, without limitation, its Commitments) shall remain unchanged, (ii)
such Lender Party shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) such Lender Party shall remain
the holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Administrative Agent and the other Lender Parties shall continue
to deal solely and directly with such Lender Party in connection with such
Lender Party's rights and obligations under this Agreement and (v) no
participant under any such participation shall have any right to approve any
amendment, waiver or other modification of any provision of this Agreement or
any other

Loan Document, or any consent to any departure by any Loan Party therefrom,
except to the extent that such amendment, waiver, modification or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation, or release all or
substantially all of the Collateral.

(h) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
11.7, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; PROVIDED, HOWEVER, that, prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
received by it from such Lender Party.

(i) Notwithstanding any other provision set forth in this Agreement,
any Lender Party may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and the Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

(j) Fleet may syndicate the Facilities to other lenders. Any such
syndication will be managed by Fleet and will be treated as Confidential
Information. The Borrower shall assist Fleet in forming such syndication and
shall provide Fleet and any potential lender, assignee or participant, promptly
upon request, with all information deemed reasonably necessary by them to
complete successfully such syndication, including, without limitation, all
information and projections prepared by the Borrower or their officers or
advisers relating to the transactions contemplated herein. The Borrower shall
make appropriate officers and representatives of the Borrower and their
Subsidiaries available to participate in information meetings for potential
syndicate members and participants at such times and places as Fleet may
reasonably request. In connection with such syndication, Fleet may, in its sole
discretion, allocate to other Lenders portions of any fees payable to Fleet in
connection with the Facilities.

SECTION 11.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be as effective as delivery of a manually executed counterpart
of this Agreement.

SECTION 11.9 NO LIABILITY OF THE ISSUING BANK. The Borrower assumes all
risks of the acts or omissions of any beneficiary or transferee of any Letter of
Credit with respect to its use of such Letter of Credit. Neither the Issuing
Bank nor any of its officers, directors, employees or

agents shall be liable or responsible for: (a) the use that may be made of
any Letter of Credit or any acts or omissions of any beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or
genuineness of documents, or of any endorsement thereon, even if such
documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by the Issuing Bank against presentation of
documents that do not comply with the terms of a Letter of Credit, including
failure of any documents to bear any reference or adequate reference to the
Letter of Credit; or (d) any other circumstances whatsoever in making or
failing to make payment under any Letter of Credit, except that the Borrower
shall have a claim against the Issuing Bank, and the Issuing Bank shall be
liable to the Borrower, to the extent of any direct, but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (i)
the Issuing Bank's willful misconduct or gross negligence in determining
whether documents presented under any Letter of Credit comply with the terms
of the Letter of Credit or (ii) the Issuing Bank's willful failure to make
lawful payment under a Letter of Credit after the presentation to it of a
draft and certificates strictly complying with the terms and conditions of
the Letter of Credit. In furtherance and not in limitation of the foregoing,
the Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary.

SECTION 11.10 CONFIDENTIALITY. Neither the Administrative Agent nor any
Lender Party shall disclose any Confidential Information to any Person without
the consent of the Borrower, other than (a) to the Administrative Agent or to
the Administrative Agent's or such Lender Party's Affiliates and their officers,
directors, employees and agents and to actual or prospective Eligible Assignees
and participants, and then only on a confidential basis, (b) as required by any
law, rule or regulation or judicial process and (c) as requested or required by
any state, federal or foreign authority or examiner regulating banks or banking.

SECTION 11.11 SURVIVAL OF AGREEMENTS AND REPRESENTATIONS; CONSTRUCTION. All
agreements, representations and warranties made herein shall survive the
delivery of this Agreement and the Notes. The headings used in this Agreement
and the table of contents are for convenience only and shall not be deemed to
constitute a part hereof

SECTION 11.12 ASSURANCES.

(a) At any time and from time to time, upon the request of the
Administrative Agent, the Borrower and each other Loan Party shall execute,
deliver and acknowledge or cause to be executed, delivered and acknowledged,
such further documents and instruments and do such other acts and things as the
Administrative Agent may reasonably request (and consistent with the other terms
and provisions hereof) in order to fully effect the purposes of this Agreement,
the other Loan Documents and any other agreements, instruments and documents
delivered pursuant hereto or in connection with the Loans or to correct any
error in any Loan Document.

(b) Upon receipt of an affidavit of an officer of the Administrative
Agent or

any Lender as to the loss, theft, destruction or mutilation of any Note or
Collateral Document which is not of public record, and, in the case of any
such mutilation, upon the surrender and cancellation of such Note or
Collateral Document, and, in the case of any Note (other than a mutilated
Note), upon receipt of an indemnification in form and substance reasonably
satisfactory to the Borrower, the Borrower will issue, in lieu thereof, a
replacement Note or other Collateral Document in the same principal amount
thereof (in the case of any Note) and otherwise of like tenor.

SECTION 11.13 SEVERABILITY. The provisions of this Agreement are
severable, and if any clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction and shall not in any manner affect such clause or provision in
any other jurisdiction, or any other clause or provision in this Agreement in
any jurisdiction. Each of the covenants, agreements and conditions contained in
this Agreement is independent and compliance by the Borrower with any of them
shall not excuse non-compliance by the Borrower with any other. All covenants
hereunder shall be given independent effect so that if a particular action or
condition is prohibited by any of such covenants, the fact that it would be
permitted within the limitations of another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

SECTION 11.14 JURISDICTION, ETC.

(a) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED
STATES OF AMERICA SITTING IN NEW YORK CITY, NEW YORK AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY
SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL
COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL NON-APPEALABLE
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT
THAT ANY LENDER PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS
OF ANY JURISDICTION.

(b) EACH OF THE PARTIES HERETO IRREVOCABLY AND

UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY
DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY
NEW YORK STATE OR SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT.

SECTION 11.15 GOVERNING LAW. THIS AGREEMENT, THE NOTES AND THE OTHER
LOAN DOCUMENTS (OTHER THAN THE PREFERRED SHIP MORTGAGES WHICH SHALL BE
GOVERNED BY FEDERAL LAW TO THE EXTENT APPLICABLE AND OTHER THAN THE
PERFECTION OF THE COLLATERAL CONSISTING OF PERSONAL PROPERTY OR FIXTURES
WHICH (UNLESS EXCLUDED FROM THE SCOPE OF ARTICLE 9 OF THE UNIFORM COMMERCIAL
CODE) THE GOVERNING LAW OF WHICH SHALL BE DETERMINED BY THE CONFLICTS OF LAWS
PROVISIONS OF THE UNIFORM COMMERCIAL CODE) SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS OTHER THAN
GENERAL OBLIGATIONS LAW Section 5-1401.

SECTION 11.16 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE LOAN
PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,
THE ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. THIS
WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDER PARTIES AND THE
ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT AND TO MAKE ADVANCES
HEREUNDER.

SECTION 11.17 FINAL AGREEMENT. THIS WRITTEN AGREEMENT, THE NOTES AND THE
OTHER LOAN DOCUMENTS REPRESENT 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. THE PARTIES HERETO ACKNOWLEDGE AND AFFIRM THE STATEMENT MADE IN THE
PRECEDING SENTENCE.

[Signature Pages Follow]

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

XXXXX ENTERPRISES
CORPORATION

By: /S/ Xxxxxxx X. XxXxxxx
---------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Vice President

FLEET BANK, N.A.
AS ADMINISTRATIVE AGENT AND
AS INITIAL ISSUING BANK

By: /S/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President

[Signature Page to Credit Agreement]

INITIAL LENDERS

FLEET BANK, N.A.

By: /s/ Xxxxxx X Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------
Title: Senior Vice President
-----------------------------

NATIONSBANK, N.A.

By: /s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
------------------------------
Title: Vice President
-----------------------------

THE INDUSTRIAL BANK OF JAPAN,
LIMITED

By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
------------------------------
Title: Joint General Manager
-----------------------------

[Signature Page to Credit Agreement]

INITIAL LENDERS

BANKBOSTON, N.A.

By: /s/ Xxxxxx Szendivch
-------------------------------
Name: Xxxxxx Szendivch
-----------------------------
Title: Director
----------------------------

[Signature Page to Credit Agreement]

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CREDIT AGREEMENT AMONG

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