THE CONTINUING BANKS, THE NEW BANKS AND THE RETIRING BANKS NAMED HEREIN, THE CO-AGENTS, CREDIT SUISSE,

Exhibit 4.4
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

Dated as of

May 31, 1995

among

XXXXXXXX-XXXXXX INDUSTRIES, INC.,

THE CONTINUING BANKS, THE NEW BANKS AND
THE RETIRING BANKS NAMED HEREIN,
THE CO-AGENTS,

CREDIT SUISSE,

as Documentation Agent,

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,

as Administrative Agent

and

CHEMICAL BANK,

as Auction Administration Agent

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

XXXXXXX & XXXXX L.L.P.

2
TABLE OF CONTENTS

ARTICLE I
DEFINITIONS, ACCOUNTING TERMS AND INTERPRETATION

1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
1.02. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-17
1.03. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-17

ARTICLE II
THE CREDITS

2.01. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
2.02. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
2.03. Competitive Bid Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
2.04. Committed Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
2.05. Refinancings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
2.06. Conversion and Continuation of Committed Borrowings . . . . . . . . . . . . . . . . . . . . . II-7
2.07. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
2.08. Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
2.09. Interest on Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
2.10. Interest on Overdue Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-10
2.11. Alternate Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-10
2.12. Termination and Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . II-12
2.13. Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-12
2.14. Reserve Requirements; Change in Circumstances . . . . . . . . . . . . . . . . . . . . . . . . II-14
2.15. Change in Legality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-16
2.16. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-17
2.17. Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-18
2.18. Sharing of Setoffs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-19
2.19. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-20
2.20. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-21
2.21 Borrowing Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-22

ARTICLE III
CONDITIONS OF LENDING

3.01. Conditions Precedent to the Initial Borrowing . . . . . . . . . . . . . . . . . . . . . . . . III-1
3.02. Conditions Precedent to the Initial Loan to each Borrowing Subsidiary . . . . . . . . . . . . III-2
3.03. Conditions Precedent to Each Committed Borrowing . . . . . . . . . . . . . . . . . . . . . . III-3
3.04. Conditions Precedent to Each Competitive Borrowing . . . . . . . . . . . . . . . . . . . . . III-3
3.05. Conditions Precedent to Conversions and Continuations . . . . . . . . . . . . . . . . . . . . III-4

(i)
3

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

4.01. Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
4.02. Principal Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
4.03. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
4.04. Authorization and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
4.05. Non-Violation of Laws, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
4.06. Obligations Binding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
4.07. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
4.08. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
4.09. No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
4.10. Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
4.11. Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
4.12. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
4.13. Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
4.14. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
4.15 Margin Stock; Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
4.16. Franchises and Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-4

ARTICLE V
COVENANTS

5.01. Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1
5.02. Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1
5.03. Sale and Leaseback Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-3
5.04. Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-4
5.05. Merger and Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-4
5.06. Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-5
5.07. Financial Statements and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . V-5
5.08. Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-6
5.09. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-7
5.10. Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-7
5.11. Compliance with Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-7
5.12. Notices of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-7
5.13. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-7

ARTICLE VI
EVENTS OF DEFAULT

6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1

(ii)
4

ARTICLE VII
THE AGENTS

7.01. Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-1
7.02. Agents' Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-1
7.03. Bank of America, Chemical, Credit Suisse, Xxxxxx, NationsBank and TCB and Affiliates . . . . VII-2
7.04. Bank Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-2
7.05. Agents' Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-2
7.06. Successor Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-3
7.07. Successor Auction Administration Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-3
7.08. Resignation of the Documentation Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-4
7.09. Resignation of a Co-Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-4
7.10. Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-4
7.11. No Duty of Co-Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-4

ARTICLE VIII
GUARANTY

8.01. Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
8.02. Guaranty Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
8.03. Effect of Debtor Relief Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2
8.04. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-3
8.05. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-3
8.06. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-3
8.07. Full Force and Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-4

ARTICLE IX
MISCELLANEOUS

9.01. Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
9.02. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
9.03. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-3
9.04. Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-3
9.05. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-4
9.06. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-5
9.07. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-5
9.08. Usury Not Intended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-6
9.09. Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . IX-7
9.10. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-7
9.11. Successors and Assigns; Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-7
9.12. Appointment of Company as Agent for the Other Borrowers . . . . . . . . . . . . . . . . . . . IX-10
9.13. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-10
9.14. Retiring Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-11

(iii)
5

9.15. Submission to Jurisdiction; Waiver of Immunities . . . . . . . . . . . . . . . . . . . . . . IX-11
9.16. Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-12
9.17. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-12
9.18. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-12
9.19. Final Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-12

EXHIBITS

Exhibit 1.01-A Form of Administrative Questionnaire
Exhibit 1.01-B Form of Committed Note
Exhibit 1.01-C Form of Competitive Note
Exhibit 2.03-A Form of Competitive Bid Request
Exhibit 2.03-B Notice to Banks of Competitive Bid Request
Exhibit 2.03-C Competitive Bid
Exhibit 2.04 Committed Borrowing Request
Exhibit 2.21 Borrowing Subsidiary Counterpart
Exhibit 3.01-A Form of Opinion of Counsel to BFI
Exhibit 3.01-B Form of Opinion of Xxxxxxx & Xxxxx L.L.P.
Exhibit 9.11 Form of Assignment and Acceptance

SCHEDULES

Schedule I Schedule of Principal Subsidiaries
Schedule II Schedule of Liens

(iv)
6
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated
as of May 31, 1995, is among:

(a) XXXXXXXX-XXXXXX INDUSTRIES, INC., a Delaware
corporation (the "Company");

(b) the Borrowing Subsidiaries, as defined below, that
become a party hereto;

(c) the banks and other financial institutions named
under the caption " Continuing Banks" on the signature pages hereof (the
"Continuing Banks");

(d) the banks and other financial institutions named
under the caption "New Banks" on the signature pages hereof (the "New Banks"
and together with the Continuing Banks and each other Person who becomes a Bank
pursuant to Section 9.11 collectively, the "Banks");

(e) the banks named under the caption "Retiring Banks" on
the signature pages hereof;

(f) BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK AND NATIONSBANK OF
TEXAS, N.A., as co-agents for the Banks ( in such capacity, the "Co-Agents");

(g) CREDIT SUISSE, as documentation agent for the Banks
(in such capacity, the "Documentation Agent");

(h) TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national
banking association, as administrative agent for the Banks (in such capacity
together with any other Person who becomes the Administrative Agent pursuant to
Section 7.06, the "Administrative Agent"); and

(i) CHEMICAL BANK, a New York banking corporation, as
auction administration agent for the Banks (in such capacity together with any
other Person who becomes the Auction Administration Agent pursuant to Section
7.07, the "Auction Administration Agent").
7
PRELIMINARY STATEMENTS

(A) The Company has entered into an agreement dated
December 19, 1989 with Credit Suisse First Boston Limited as Facility Agent,
Bid Option Agent and Arranger, National Westminster Bank PLC New York Bank as
Swing-Line Agent and the banks named therein, including certain of the Banks
(the "1989 Agreement"), pursuant to which those banks were willing to make
loans and, from time to time, competitive offers to make advances to the
Company in aggregate amounts not to exceed at any time outstanding
$500,000,000, which agreement extended, renewed and modified the indebtedness
of the Company evidenced by an agreement dated August 10, 1988 among the
Company, Credit Suisse First Boston Limited as Facility Agent and Bid Option
Agent, National Westminster Bank PLC New York Branch as Prime Agent, Credit
Suisse First Boston Limited as the Arranger and the banks named therein,
including certain of the Banks.

(B) The Company has entered into an agreement dated
January 8, 1990 with Texas Commerce Bank National Association as Agent,
Chemical Bank as Auction Administration Agent and the banks named therein,
including certain of the Banks (the "1990 Agreement"), pursuant to which those
banks were willing to make loans and, from time to time, competitive offers to
make advances to the Company in aggregate amounts not to exceed at any time
outstanding $500,000,000, which agreement extended, renewed and modified the
indebtedness of the Company evidenced by an agreement dated September 19, 1988
with Texas Commerce Bank National Association as Agent and the banks named
therein, including certain of the Banks.

(C) The 1989 Agreement and the 1990 Agreement were merged
to an Amended and Restated Revolving Credit Agreement dated as of September 10,
1992 among the Company, Credit Suisse First Boston Limited as Co-Agent, Texas
Commerce Bank National Association as Administrative Agent and the banks named
therein, including certain of the Banks (the "1992 Agreement"), pursuant to
which those banks were willing to make loans to the Company in aggregate
amounts not to exceed any time outstanding $1,000,000,000.

(D) There are no outstanding loan balances or advances,
as of May 31, 1995, owed by the Company to any of the Banks or the Retiring
Bank pursuant to the 1992 Agreement.

(E) The Company wishes to amend and restate the 1992
Agreement in order to, among other things, permit the Borrowing Subsidiaries as
well as the Company to borrow thereunder, to extend the term thereof and to
modify certain of the covenants, as set forth in this Second Amended and
Restated Revolving Credit Agreement.

The Company has requested the Banks to extend a credit
facility to the Borrowers (as herein defined) in order to enable the Borrowers
to borrow on a revolving credit basis on and after the Effective Date and at
any time and from time to time prior to the Termination Date (each as herein
defined) in an aggregate principal amount not in excess of $1,000,000,000 at
any time outstanding. The Company has also requested that the Banks provide a
procedure pursuant to which each Bank may, on an uncommitted basis, bid up to
the full amount of the Total Commitment (as herein defined), regardless of such
Bank's individual Commitment on borrowings by the Borrowers

-2-
8
thereunder. The Banks are willing to extend such credit to the Borrowers on
the terms and conditions herein set forth. Accordingly, the Borrowers, the
Agents, the Co-Agents and the Banks agree as follows:

-3-
9
ARTICLE I

DEFINITIONS, ACCOUNTING TERMS AND INTERPRETATION

SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings:

"ABR Borrowing" means a Borrowing comprised of ABR Loans.

"ABR Loan" means any Committed Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

"Adjusted CD Rate" means, with respect to any CD Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if not
already a whole multiple of 1/100 of 1%, to the next higher 1/100 of 1%) equal
to the sum of (a) a rate per annum equal to the product of (i) the Fixed
Certificate of Deposit Rate in effect for such Interest Period and (ii)
Statutory Reserves plus (b) the Assessment Rate. For purposes hereof, the term
"Fixed Certificate of Deposit Rate" shall mean the rate of interest determined
by the Administrative Agent to be the arithmetic average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum
bid at 9:00 a.m., Houston, Texas time, to the Administrative Agent on the first
Business Day of the Interest Period applicable to such CD Borrowing by at least
two New York certificate of deposit dealers of recognized standing for the
purchase at face value from each of the Reference Banks of a certificate of
deposit of such Reference Bank in an amount comparable to the principal amount
of the participation of such Reference Bank in the Borrowing of which such
Borrowing forms a part and having a maturity comparable to such Interest
Period.

"Administrative Agent" has the meaning specified in the
introduction to this Agreement.

"Administrative Agent's Letter" means the letter agreement
dated of even date herewith between the Company and the Administrative Agent.

"Administrative Questionnaire" means an Administrative
Questionnaire in the form of Exhibit 1.01-A hereto, which each Bank shall
complete and provide to the Administrative Agent.

"Affiliate" means, when used with respect to any Person, any
other Person which controls or is controlled by or is under common control with
such Person. As used in this definition, "control" means the possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of securities or partnership or
ownership interests, by contract or otherwise).

"Agents" means the Documentation Agent, the Administrative
Agent and the Auction Administration Agent.

I-1
10
"Agreed Maximum Rate" shall mean, for any date, the Alternate
Base Rate plus 1% per annum.

"Agreement" means this Second Amended and Restated Revolving
Credit Agreement, as the same may be amended, supplemented or modified from
time to time.

"Alternate Base Rate" means, for any date, a rate per annum
(rounded upwards, if not already a whole multiple of 1/16 of 1%, to the next
higher 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% or (c) the Federal
Funds Effective Rate in effect for such day plus 1/2 of 1%. For purposes
hereof, the term "Prime Rate" means, as of a particular date, the prime rate
most recently announced by TCB and thereafter entered in the minutes of TCB's
Loan and Discount Committee, automatically fluctuating upward and downward with
and at the time specified in each such announcement without special notice to
any Borrower or any other Person, which prime rate may not necessarily
represent the lowest or best rate actually charged to a customer. "Base CD
Rate" shall mean the sum of (x) the product of (i) the Three-Month Secondary CD
Rate and (ii) Statutory Reserves and (y) the Assessment Rate. "Three-Month
Secondary CD Rate" means, for any day, the secondary market rate for
three-month certificates of deposit reported as being in effect on such day
(or, if such day is not a Business Day, the next preceding Business Day) by the
Board through the public information telephone line of the Federal Reserve Bank
of New York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day or
such next preceding Business Day, the arithmetic average of the secondary
market quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 9:00 a.m., Houston, Texas
time, on such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrative Agent from three New York City
negotiable certificate of deposit dealers of recognized standing selected by
it. "Federal Funds Effective Rate" means, for any day, 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 which is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Base CD
Rate or the Federal Funds Effective Rate or both for any reason, including the
inability of the Administrative Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall be determined
without regard to clause (b) or (c), or both, of the first sentence of this
definition, as appropriate, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate shall be effective on the effective date of such change in
the Prime Rate, the Three- Month Secondary CD Rate or the Federal Funds
Effective Rate, respectively.

I-2
11
"Applicable Differential" means, on any date, with respect to
a CD Borrowing or a Eurodollar Committed Borrowing, the applicable differential
for the Loans comprising such Borrowing set forth below based upon the rating
applicable on such date to the Index Debt:

-----------------------------------------------------------------------------------------------------------
Eurodollar
Committed
Loan CD Loan
Duff Differential Differential
& (in 1/100 of 1% (in 1/100 of 1% per
Rating by: S&P Xxxxx'x Xxxxxx per annum) annum)
-----------------------------------------------------------------------------------------------------------

Category 1 AA- or Aa3 or AA- or
higher higher higher 13.00 25.50
Category 2 A+ A1 A+ 17.00 29.50
A A2 A 17.00 29.50
A- A3 A- 17.00 29.50
Category 3 BBB+ Baal BBB+ 25 37.50
Category 4 BBB Baa2 BBB 30.00 42.50
Category 0 XXX- Xxx0 XXX- 31.25 43.75
Category 6 BB+ Ba1 BB+ 50.00 62.50
-----------------------------------------------------------------------------------------------------------

If during the course of any Interest Period, any of S&P, Xxxxx'x or Xxxx &
Xxxxxx shall announce a change of its rating of the Index Debt, and as a result
of such change, the Applicable Differential would increase or decrease if
calculated at that date, the Applicable Differential will change with the
effect from the date of such announcement. In the event of a split rating, the
rating of the majority (or in the case of three different ratings, the middle
rating) will apply.

"Applicable Fee Percentage" means, on any date, with respect
to the Total Commitment, the applicable percentage set forth below based upon
the rating applicable on such date to the Index Debt:

--------------------------------------------------------------------------------------
Duff Applicable Fee Percentage
& (in 1/100 of 1%
Rating by: S&P Xxxxx'x Xxxxxx per annum)
--------------------------------------------------------------------------------------

Category 1 AA- or Aa3 or AA- or
higher higher higher 9.00

I-3
12

Category 2 A+ A1 A+ 10.00
A A2 A 10.00
A- A3 A- 10.00
Category 3 BBB+ Baal BBB+ 12.50
Category 4 BBB Baa2 BBB- 15.00
Category 0 XXX- Xxx0 XXX- 18.75
Category 6 BB+ Ba1 BB+ 2.00
--------------------------------------------------------------------------------------

If during the course of any payment period, any of S&P, Xxxxx'x or Xxxx &
Xxxxxx shall announce a change of its rating of the Index Debt, and as a result
of such change, the Applicable Fee Percentage would increase or decrease if
calculated at that date, the Applicable Fee Percentage will change with the
effect from the date of such announcement. In the event of a split rating, the
rating of the majority (or in the case of three different ratings, the middle
rating) will apply.

"Applicable Laws" means the law in effect from time to time
and applicable to this Agreement and the transaction evidenced by, and arising
in connection with, this Agreement which lawfully permits the charging and
collection of the highest permissible lawful, nonusurious rate of interest on
this Agreement and the transaction evidenced by, and arising in connection
with, this Agreement and the Notes, including laws of the State of Texas and,
to the extent controlling, laws of the United States of America.

"Applicable Lending Office" means, with respect to each Bank,
such Bank's Domestic Lending Office in the case of an ABR Loan, CD Loan or a
Fixed Rate Loan and such Bank's Eurodollar Lending Office in the case of a
Eurodollar Loan.

"Assessment Rate" means, for any day, the annual assessment
rate in effect on such day which is payable by a member of the Bank Insurance
Fund classified as well capitalized and within supervisory subgroup "B" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.3(e) (or any successor provision) to the FDIC for the FDIC
insuring time deposits at offices of such institution in the United States.

"Assignment and Acceptance" has the meaning specified in
Section 9.11(c).

"Attributable Debt" in respect of a Sale and Leaseback
Transaction means, as of any particular time, the present value (discounted at
the rate of interest implicit in the terms of the lease

I-4
13
involved in such Sale and Leaseback Transaction, as determined in good faith by
the Company) of the obligation of the lessee thereunder for net rental payments
(excluding, however, any amounts required to be paid by such lessee, whether or
not designated as rent or additional rent, on account of maintenance and
repairs, services, insurance, taxes, assessments, water rates and similar
charges or any amounts required to be paid by such lessee thereunder contingent
upon monetary inflation or the amount of sales, maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges) during the
remaining term of such lease (including any period for which such lease had
been extended or may, at the option of the lessor, be extended).

"Auction Administration Agent" has the meaning specified in
the introduction to this Agreement.

"Auction Administration Agent's Letter" means the letter
agreement dated of even date herewith between the Company and the Auction
Administration Agent.

"Bank of America" means Bank of America National Trust and
Savings Association.

"Bankruptcy Code" means Title 11 of the United States Code or
any successor thereto.

"Banks" has the meaning specified in the introduction to this
Agreement.

"Base CD Rate" has the meaning specified in the definition of
the term "Alternate Base Rate."

"Board" means the Board of Governors of the Federal Reserve
System of the United States.

"Borrowers" means the Company and the Borrowing Subsidiaries.

"Borrowing" means a Loan or group of Loans of a single Type
made by the Banks (or, in the case of a Competitive Borrowing, by the Bank or
Banks whose Competitive Bids have been accepted pursuant to Section 2.03) on a
single date and as to which a single Interest Period is in effect.

"Borrowing Date" means, with respect to each Borrowing made
pursuant to Section 2.03 or Section 2.04, the Business Day upon which the
proceeds of such Borrowing are to be made available to a Borrower.

"Borrowing Subsidiaries" means any wholly-owned Subsidiary
designated as a Borrowing Subsidiary by the Company pursuant to Section 2.21.

"Borrowing Subsidiary Counterpart" has the meaning specified
in Section 2.21.

I-5
14
"Business Day" means any day (other than a day which is a
Saturday, Sunday or legal holiday in the States of New York or Texas) on which
banks are open for business in New York City and in Houston, Texas; provided,
however, that, when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

"CD Borrowing" means a Borrowing comprised of CD Loans.

"CD Loan" means any Committed Loan bearing interest at a rate
determined by reference to the Adjusted CD Rate in accordance with the
provisions of Article II.

"Co-Agents" has the meaning specified in the introduction to
this Agreement.

"Code" means Internal Revenue Code of 1986 and the regulations
promulgated thereunder.

"Chemical" means Chemical Bank, a New York banking corporation.

"Commitment" means, with respect to each Bank, the amount set
forth beneath the name of such Bank on the signature pages hereof (or, as to
any Person who becomes a Bank after the Execution Date, on the signature page
of the Assignment and Acceptance executed by such Person), as such amount may
be permanently terminated or reduced from time to time pursuant to Section
2.12, Section 2.13(d), Section 2.14, Section 2.15 or Section 9.11, and as such
amount may be increased from time to time by assignment or assumption pursuant
to Section 2.14, Section 2.15 or Section 9.11. The Commitment of each Bank
shall automatically and permanently terminate on the Termination Date.

"Committed Borrowing" means a borrowing consisting of
concurrent Committed Loans from each of the Banks pursuant to Section 2.04
distributed ratably among the Banks in accordance with their respective
Commitments or resulting from a conversion or continuation of an existing
Committed Borrowing pursuant to Section 2.06.

"Committed Borrowing Request" has the meaning specified in
Section 2.04.

"Committed Loans" means the revolving loans made by the Banks
to the Company pursuant to Section 2.04. Each Committed Loan shall be a
Eurodollar Committed Loan, a CD Loan or an ABR Loan.

"Committed Note" means, as to each Borrower, a promissory note
of such Borrower payable to the order of each Bank, in substantially the form
of Exhibit 1.01B executed and delivered as provided in Section 2.02, together
with all modifications, extensions, renewals and rearrangements thereof.

"Communications" has the meaning specified in Section 9.02.

I-6
15
"Company" has the meaning specified in the introduction to
this Agreement.

"Competitive Bid" means an offer by a Bank to make a
Competitive Loan pursuant to Section 2.03.

"Competitive Bid Rate" means, as to any Competitive Bid made
by a Bank pursuant to Section 2.03(b), (a) in the case of a Eurodollar
Competitive Loan, the Margin (which will be added to or subtracted from the
LIBO Rate) and (b) in the case of a Fixed Rate Loan, the fixed rate of
interest, in each case, offered by the Bank making such Competitive Bid.

"Competitive Bid Request" means a request for Competitive Bids
made pursuant to Section 2.03 in the form of Exhibit 2.03A.

"Competitive Borrowing" means a borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Bank or Banks whose
Competitive Bid as all or as a part of such borrowing, as the case may be, has
been accepted by a Borrower under the bidding procedure described in Section
2.03.

"Competitive Loan" means a Loan from a Bank to a Borrower
pursuant to the bidding procedure described in Section 2.03, and shall be
either a Eurodollar Competitive Loan or a Fixed Rate Loan.

"Competitive Note" means, as to each Borrower, a promissory
note of such Borrower payable to the order of each Bank, in substantially the
form of Exhibit 1.01C executed and delivered as provided in Section 2.02,
together with all modifications, extensions, renewals and rearrangements
thereof.

"Consolidated Funded Debt" means the Funded Debt of the
Company, determined on a consolidated basis in accordance with generally
accepted accounting principles consistently applied.

"Consolidated Net Income" means, for any period, the net
income of the Company for such period, determined on a consolidated basis in
accordance with generally accepted accounting principles applied on a
consistent basis.

"Consolidated Net Tangible Assets" means the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all goodwill, customer lists, covenants not to compete,
trade names, trademarks, patents, copyrights, franchises, organization
expenses, formulas and processes, option rights, and other like intangibles and
(b) all current liabilities; all as reflected in the Company's most recent
consolidated balance sheet contained in the Company's financial statements most
recently delivered to the Administrative Agent pursuant to Section 5.07(a) or
(b) prior to the time as of which "Consolidated Net Tangible Assets" shall be
determined.

I-7
16
"Consolidated Net Worth" means, with respect to the Company,
the stockholders' equity of the Company determined in accordance with generally
accepted accounting principles applied on a consistent basis; provided,
however, the amount of any foreign currency translation adjustment shall not be
included for purposes of determining Consolidated Net Worth.

"Continuing Banks" has the meaning specified in the
introduction to this Agreement.

"Credit Suisse" means Credit Suisse.

"Debt", when used with respect to any Person, means
Indebtedness of such Person for borrowed money, including any indebtedness for
or in respect of money borrowed or raised (whether or not for a cash
consideration), by whatever means (including acceptances and deposits), or for
the deferred purchase price of assets or services (other than (a) current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices and (b) any obligation in respect of such
deferred purchase price which has a remaining maturity of one year or less
although its original maturity may have exceeded one year).

"Default" means the occurrence of any event which with the
giving of notice or the passage of time or both could become an Event of
Default.

"Documents" has the meaning specified in Section 8.02.

"Documentation Agent" has the meaning specified in the
introduction to this Agreement.

"Dollars" and "dollars" and the symbol "$" mean the lawful
currency of the United States of America.

"Domestic Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Domestic Lending Office" on such Bank's
signature page to this Agreement or, as to any Person who becomes a Bank after
the date hereof, on the signature page of the Assignment and Acceptance
executed by such Bank or such other office of such Bank as such Bank may
hereafter designate from time to time as its "Domestic Lending Office" by
notice to the Company and the Administrative Agent.

"Duff & Xxxxxx" means Duff & Xxxxxx Credit Rating Company.

"Effective Date" means the date on which the conditions to
borrowing set forth in Article III are first met.

"Election" has the meaning specified in Section 2.13(d).

"Eligible Assignee" means (a) any Bank or any Affiliate of a
Bank; (b) a commercial bank organized under the laws of the United States, or
any state thereof, and having total assets in

I-8
17
excess of $1,000,000,000; (c) a commercial bank organized under the laws of any
other country which is a member of the OECD, or a political subdivision of any
such country, and having total assets in excess of $1,000,000,000; provided
that such bank is acting through a branch or agency located in the country in
which it is organized or another country which is also a member of the OECD;
(d) the central bank of any country which is a member of the OECD; and (e) any
other lender approved by the Administrative Agent and the Company (which
approval shall not be unreasonably withheld).

"ERISA" means the Employee Retirement Income Security Act of
1974 and the regulations promulgated thereunder.

"Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D.

"Eurodollar Borrowing" means a Borrowing comprised of
Eurodollar Loans.

"Eurodollar Committed Borrowing" means any Committed Borrowing
comprised of Eurodollar Loans.

"Eurodollar Committed Loan" means any Committed Loan bearing
interest at a rate determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

"Eurodollar Competitive Loan" means any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

"Eurodollar Lending Office" means, with respect to each Bank,
the branches or affiliates of such Bank which such Bank has designated as its
"Eurodollar Lending Office" on such Bank's signature page to this Agreement or,
as to any Person who becomes a Bank after the date hereof, on the signature
page of the Assignment and Acceptance executed by such Bank or such other
office of such Bank as such Bank may hereafter designate from time to time as
its "Eurodollar Lending Office" by notice to the Company and the Administrative
Agent.

"Eurodollar Loan" means any Eurodollar Competitive Loan or any
Eurodollar Committed Loan.

"Event of Default" means any of the events described in
Article VI.

"Execution Date" means the date of execution and delivery of
this Agreement by the parties hereto.

"Facility Fee" has the meaning specified in Section 2.07(a).

"FDIC" means the Federal Deposit Insurance Corporation (or
any successor).

I-9
18
"Federal Funds Effective Rate" has the meaning specified in
the definition of the term Alternate Base Rate.

"Financial Officer" of any Person means its chief financial
officer, vice president-finance, principal accounting officer, treasurer or any
other financial officer acceptable to the Administrative Agent.

"Fixed Certificate of Deposit Rate" has the meaning specified
in the definition of the term "Adjusted CD Rate."

"Fixed Rate Borrowing" means a Borrowing composed of Fixed
Rate Loans.

"Fixed Rate Loan" means any Competitive Loan bearing interest
at a fixed percentage rate per annum specified by the Bank making such Loan in
its Competitive Bid.

"Funded Debt," when used with respect to any Person on any
date, means Debt of such Person which (a) matures or is required to be paid
more than one year from the date of determination thereof or (b) matures within
one year from such date but is unconditionally renewable or extendible (by its
terms or by the terms of any instrument or agreement relating thereto) at the
option of such Person to a date more than one year from such date, or (c)
arises under a revolving credit or similar agreement which obligates the lender
or lenders to extend credit over a period of more than one year from such date.

"Guaranteed Obligations" has the meaning specified in Section
8.01.

"Guaranty" means, the guaranty of the Company contained in
Article VIII.

"Highest Lawful Rate" means, as to any Bank, at the particular
time in question, the maximum nonusurious rate of interest which, under
applicable law, such Bank is then permitted to charge the Borrowers on the
Loans. If the maximum rate of interest which, under Applicable Laws, the Banks
are permitted to charge the Borrowers on the Loans shall change after the date
hereof, to the extent permitted by applicable law, the Highest Lawful Rate
shall be automatically increased or decreased, as the case may be, as of the
effective time of such change without notice to any Borrower or any other
Person.

"Hostile Acquisition" means acquiring or attempting to acquire
(directly or indirectly) control of any Person if such acquisition or attempted
acquisition is or is reasonably expected to be resisted by or on behalf of such
Person or is otherwise unfriendly or hostile.

"Incurrence Time" has the meaning specified in Section 5.02.

"Indebtedness", when used with respect to any Person, means
any obligation (whether present or future, actual or contingent, secured or
unsecured, as principal or surety or

I-10
19
otherwise) of such Person for the payment or repayment of money which would be
regarded as indebtedness in accordance with generally accepted accounting
principles.

"Index Debt" means the Company's senior, unsecured, non-credit
enhanced Funded Debt.

"Information Package" means the Confidential Information
Memorandum dated April 1995 sent to each Bank on behalf of the Company.

"Interest Payment Date" means (a) with respect to any
Eurodollar Loan, CD Loan or ABR Loan, the last day of the Interest Period
applicable thereto and, in addition, in the case of a Eurodollar Loan or CD
Loan with an Interest Period of 6 months or 180 days, respectively, the day
that would have been the Interest Payment Date for such Loan had an Interest
Period of 3 months or 90 days, respectively, been applicable to such Loan and
(b) in the case of a Fixed Rate Loan, the last day of the Interest Period
applicable thereto.

"Interest Period" means:

(a) with respect to any Committed Borrowing:

(i) If such Committed Borrowing is a Eurodollar Committed
Borrowing, (A) the period commencing on the Borrowing Date of such Borrowing or
on the last day of the immediately preceding Interest Period applicable to such
Borrowing, as the case may be, and ending on the numerically corresponding day
(or if there is no corresponding day, the last day) in the calendar month that
is one, two, three or six months thereafter, as the Company may elect, or, (B)
if earlier, on the date of the prepayment of any Eurodollar Committed
Borrowing;

(ii) If such Committed Borrowing is a CD Borrowing, (A)
the period commencing on the Borrowing Date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending 30, 60, 90 or 180 days thereafter, as the
Company may elect, or (B) if earlier, on the date of the prepayment of such CD
Borrowing; and

(iii) If such Committed Borrowing is an ABR Borrowing, the
period commencing on the Borrowing Date of such Borrowing and ending on the
earliest of (A) the next succeeding March 31, June 30, September 30 or December
31, (B) the Termination Date and (C) the date such Borrowing is converted into
a Borrowing of a different Type in accordance with Section 2.06 or repaid or
prepaid in accordance with Section 2.08 or Section 2.13 and

(b) with respect to any Competitive Borrowing:

(i) If such Competitive Borrowing is a Fixed Rate
Borrowing, the period commencing on the Borrowing Date of such Borrowing and
ending on the date specified in the Competitive Bid in which the offer to make
such Fixed Rate Borrowing was extended; provided,

I-11
20
however, that each such period shall have a duration of not less than seven
calendar days nor more than 360 days; and

(ii) If such Competitive Borrowing is a Eurodollar
Borrowing, the period commencing on the Borrowing Date of such Borrowing and
ending on the numerically corresponding date (or if there is no corresponding
date, the last day ) in the calendar month that is one, two, three or six
months thereafter, as the Company may elect.

Notwithstanding the foregoing, if any Interest Period would
end on a day which shall not be a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, with respect to Eurodollar
Loans only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, (i) no Interest Period may be selected for any Competitive
Borrowing that ends later than the Termination Date and (ii) no Interest Period
may be selected for any Committed Borrowing that ends later than the
Termination Date. Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period.

"Judgment Currency" has the meaning specified in Section 9.16.

"LIBO Rate" means, with respect to any Eurodollar Borrowing,
an interest rate per annum equal to the arithmetic average (rounded upwards, if
not already a whole multiple of 1/16 of 1%, to the next higher 1/16 of 1%) of
the rate per annum at which deposits in U.S. Dollars are offered in
immediately available funds to the principal office of each of the Reference
Banks in London, England (or if a Reference Bank does not at the time any such
determination is made maintain an office in London, England, the principal
office of any Affiliate of such Reference Bank in London, England), at 11:00
a.m., London time (or as soon thereafter as practicable), two Business Days
before the first day of such Interest Period with a maturity equal to the
applicable Interest Period and in an amount approximately equal in principal
amount to the amount of such Reference Bank's portion of such Borrowing. The
LIBO Rate for the Interest Period for such Borrowing shall be determined by the
Administrative Agent on the basis of applicable rates furnished to and received
by the Administrative Agent from the Reference Banks two Business Days before
the first day of such Interest Period, subject, however, to the provisions of
Sections 2.11(c) and (d).

"Lien", when used with respect to any Person, means any
mortgage, lien, charge, pledge, security interest or encumbrance of any kind
(whether voluntary or involuntary, affirmative or negative, and whether imposed
or created by operation of law or otherwise) upon, or pledge of, any of its
property or assets, whether now owned or hereafter acquired, or any lease
intended as security, any conditional sale agreement, or other title retention
agreement.

"Loan" means a Competitive Loan, a Committed Loan, a
Eurodollar Loan, a CD Loan, a Fixed Rate Loan or an ABR Loan.

I-12
21
"Majority Banks" means, at any time, (a) the Majority
Committed Banks and (b) Banks holding at least 66-2/3% of the then aggregate
unpaid principal amount of the Competitive Loans.

"Majority Committed Banks" means, at any time, Banks holding
at least 66-2/3% of the then aggregate unpaid principal amount of the Committed
Loans or if no Committed Loans are outstanding, Banks having at least 66-2/3% of
the available Commitments (determined without considering the effect of any
reduction pursuant to Section 2.17).

"Margin" means, as to any Eurodollar Competitive Loan, the
margin (expressed as a percentage rate per annum in the form of a decimal to no
more than four decimal places) to be added to or subtracted from the LIBO Rate
in order to determine the interest rate applicable to such Loan, as specified
in the Competitive Bid relating to such Loan.

"Material Adverse Effect" means an event or circumstance which
materially and adversely affects the business, financial position or results of
operations of the Company and its Subsidiaries on a consolidated basis or the
ability of any Borrower to perform its obligations under this Agreement or the
Notes.

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

"Xxxxxx" means Xxxxxx Guaranty Trust Company of New York.

"NationsBank" means NationsBank of Texas, N.A.

"New Banks" has the meaning specified in the introduction to
this Agreement.

"Notice of Acquisition" has the meaning specified in Section
2.13(d).

"Notice of Election" has the meaning specified in Section
2.13(d).

"Note" means a Competitive Note or a Committed Note.

"OECD" means the Organization for Economic Cooperation and
Development (or any successor).

"Operating Rights" has the meaning specified in Section 4.16.

"Other Taxes" has the meaning specified in Section 2.20.

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

I-13
22
"Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture or other entity, or a foreign state or political
subdivision thereof or any agency of such state or subdivision.

"Plan" means any employee pension benefit plan maintained or
contributed to by the Company or any of its Subsidiaries or by any trade or
business (whether or not incorporated) under common control (as defined in
Section 4001(b) of ERISA) with the Company and insured by the PBGC under Title
IV of ERISA.

"Prime Rate" has the meaning specified in the definition of
the term "Alternate Base Rate".

"Principal Property" means any waste processing, waste
disposal or resource recovery plant or similar facility located within the
United States of America (excluding its territories and possessions and Puerto
Rico) and owned by, or leased to, the Company or any Restricted Subsidiary,
except (a) any such plant or facility (i) owned or leased jointly or in common
with one or more persons other than the Company and its Subsidiaries, in which
the interest of the Company and its Restricted Subsidiaries does not exceed
fifty percent (50%) or (ii) which the board of directors of the Company
determines in good faith is not of material importance to the total business
conducted, or assets owned, by the Company and its Subsidiaries as an entirety,
or (b) any portion of any such plant or facility which the board of directors
of the Company determines in good faith not to be of material importance to the
use or operation thereof.

"Principal Subsidiary" means a Subsidiary (a) whose total
assets or gross revenues (each such amount expressed on a combined basis before
eliminations and adjustments in the case of a Subsidiary or a Subsidiary which
itself has Subsidiaries) represent, respectively, not less than one point seven
five percent (1.75%) of either the consolidated total assets or consolidated
gross revenues of the Company and its Subsidiaries all as calculated annually
by reference to the then latest fiscal year end financial data (consolidated or
unconsolidated, as the case may be) of such Subsidiary and the then latest
fiscal year end audited consolidated financial statements of the Company, or
(b) to which is transferred all or substantially all of the assets or
undertakings of a Principal Subsidiary. Notwithstanding the foregoing, the
term "Principal Subsidiary" shall not include any Subsidiary of a Principal
Subsidiary regardless of whether such Subsidiary would otherwise be a Principal
Subsidiary. A certificate signed by a Financial Officer of the Company as to
whether a Subsidiary is or is not or was or was not a Principal Subsidiary at a
specified date shall, in the absence of manifest error, be conclusive and
binding.

"Reference Banks" means, (a) with respect to any Borrowing
bearing interest at the Adjusted CD Rate, TCB, NationsBank and Bank of America,
and (b) with respect to any Borrowing bearing interest at the LIBO Rate, TCB,
Credit Suisse and Xxxxxx, provided, however, in each case, should any Reference
Bank or an Affiliate of such Reference Bank cease to have a commitment to the
Company pursuant to Section 2.13(d), Section 2.14 or Section 2.15, the Company
and the Administrative Agent shall designate a new Reference Bank to replace
such Reference Bank.

I-14
23
"Register" has the meaning specified in Section 9.11(e).

"Regulation A" means Regulation A of the Board, as the same is
from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

"Regulation D" means Regulation D of the Board as the same is
from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

"Regulation G" means Regulation G of the Board as the same is
from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

"Regulation T" means Regulation T of the Board as the same is
from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

"Regulation U" means Regulation U of the Board as the same is
from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

"Regulation X" means Regulation X of the Board as the same is
from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

"Reserve Percentage" of any Bank for the Interest Period for
any Eurodollar Loan, means the reserve percentage applicable during such
Interest Period under regulations issued from time to time by the Board (or if
more than one such percentage shall be so applicable, the daily average of such
percentages for those days in such Interest Period during which any such
percentage shall be so applicable) for determining the maximum reserve
requirement (including any marginal reserve requirement for such Bank with
respect to liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to such Interest Period).

"Restricted Subsidiary" means any Subsidiary, substantially
all of the property of which is located, or substantially all of the business
of which is carried on, within the United States of America (excluding its
territories and possessions and Puerto Rico).

"Retiring Bank"means the bank named under the caption
"Retiring Bank" on the signature pages hereof.

"Sale and Leaseback Transaction" has the meaning attributed to
it in Section 5.03.

"S&P" means Standard & Poor's Ratings Group, a division of
XxXxxx-Xxxx, Inc. or any successor corporation.

"Senior Funded Debt" means, with respect to any Person,
unsecured and non-credit enhanced Funded Debt of such Person which is not
subordinated in right of payment to any other Debt of such Person. Debt
incurred under this Agreement on the date hereof would be Senior Funded Debt.

I-15
24
"Stated Rate" has the meaning attributed to it in Section 9.08.

"Statutory Reserves" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency, or supplemental reserves),
expressed as a decimal, established by the Board and any other banking
authority to which any of the Banks is subject with respect to the Adjusted CD
Rate or the Base CD Rate, for new negotiable time deposits in Dollars of over
$100,000 with maturities approximately equal (a) the applicable Interest Period
in the case of Adjusted CD Rate and (b) three months in the case of the Base CD
Rate. Such reserve percentages shall include those imposed under Regulation D.
Statutory Reserves shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.

"Subsidiary" means, with respect to any Person, any
corporation in which more than 50% of the stock of each class having ordinary
voting power shall, at the time as of which any determination is being made, be
owned of record and beneficially by such Person directly and/or through one or
more other Subsidiaries.

"Taxes" has the meaning specified in Section 2.20.

"TCB" means Texas Commerce Bank National Association.

"Termination Date" means May 31, 2000 or the earlier date of
termination in whole of the Total Commitment pursuant to Section 2.12 or
Section 6.01.

"Three-Month Secondary CD Rate" has the meaning specified in
the definition of the term "Alternate Base Rate".

"Total Commitment" means at any time the aggregate amount of
the Banks' Commitments, as in effect at such time.

"Type" means, when used in respect to any Loan or Borrowing,
each of the following types of Loans or Borrowings as applicable: Eurodollar
Loan or Eurodollar Borrowing, CD Loan or CD Borrowing, ABR Loan or ABR
Borrowing and Fixed Rate Loan or Fixed Rate Borrowing.

"United States" and "U.S." each means United States of America.

"Wholly-owned Subsidiary" means as to the Company, a
Subsidiary, 100% of the stock of every class of which at the time as of which
any determination is made, is owned of record and beneficially by the Company
directly or indirectly through one or more other Subsidiaries of the Company.

"Withdrawal Date" has the meaning specified in Section 2.13(d).

I-16
25
"Withdrawing Bank" has the meaning specified in Section
2.13(d).

"1989 Agreement" has the meaning specified in the Preliminary
Statements to this Agreement.

"1990 Agreement" has the meaning specified in the Preliminary
Statements to this Agreement.

"1992 Agreement" has the meaning specified in the Preliminary
Statements to this Agreement.

SECTION 1.02. Accounting Terms. All accounting terms not
otherwise defined shall be construed in accordance with generally accepted
accounting principles as in effect from time to time as set forth in the
opinions, statements and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants, the Financial
Accounting Standards Board and such other Persons who shall be approved by a
significant segment of the accounting profession and concurred on by the
independent certified public accountants certifying any audited financial
statements of the Company.

SECTION 1.03. Interpretation. (a) In this Agreement,
unless a clear contrary intention appears:

(i) the singular number includes the plural number and
vice versa;

(ii) reference to any gender includes each other gender;

(iii) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Agreement as a whole and
not to any particular Article, Section or other subdivision;

(iv) reference to any Person includes such Person's
successors and assigns but, if applicable, only if such successors and
assigns are permitted by this Agreement, and reference to a Person in
a particular capacity excludes such Person in any other capacity or
individually, provided that nothing in this clause (iv) is intended to
authorize any assignment not otherwise permitted by this Agreement;

(v) reference to any agreement, document or instrument
including this Agreement means such agreement, document or instrument
as amended, supplemented or modified and in effect from time to time
in accordance with the terms thereof and, if applicable, the terms
hereof, and reference to any Note or any other note includes any note
issued pursuant hereto in extension or renewal thereof and in
substitution or replacement therefor;

I-17
26
(vi) unless the context indicates otherwise, reference to
any Article, Section, Schedule or Exhibit means such Article or
Section hereof or such Schedule or Exhibit hereto;

(vii) the word "including" (and with correlative meaning
"include") means including, without limiting the generality of any
description preceding such term;

(viii) with respect to the determination of any period of
time, the word "from" means "from and including" and the word "to"
means "to but excluding"; and

(ix) reference to any law, rule, regulation or
interpretation means such law, rule, regulation or interpretation as
amended, modified, codified or reenacted, in whole or in part, and in
effect from time to time.

(b) The Article and Section headings herein and the Table
of Contents are for convenience only and shall not affect the construction
hereof.

(c) No provision of this Agreement shall be interpreted
or construed against any Person solely because that Person or its legal
representative drafted such provision.

I-18
27
ARTICLE II

THE CREDITS

SECTION 2.01. Commitments. (a) Subject to the terms and
conditions and relying upon the representations and warranties herein set
forth, each Bank agrees, severally and not jointly, to make Committed Loans to
the Borrowers, at any time and from time to time on and after the Effective
Date and until the Termination Date, in an aggregate principal amount at any
time outstanding not to exceed such Bank's Commitment minus the amount by which
the Competitive Loans outstanding at such time shall be deemed to have used
such Commitment pursuant to Section 2.17, subject, however, to the conditions
that (i) at no time shall (A) the sum of (x) the outstanding aggregate
principal amount of all Committed Loans plus (y) the outstanding aggregate
principal amount of all Competitive Loans exceed (B) the Total Commitment and
(ii) at all times the outstanding aggregate principal amount of all Committed
Loans made by each Bank shall equal the product of (A) the percentage which its
Commitment represents of the Total Commitment times (B) the outstanding
aggregate principal amount of all Committed Loans made pursuant to Section
2.04. Each Bank's Commitment, as in effect on the Execution Date, is set forth
opposite its name on the signature page hereto for such Bank. Such Commitments
may be terminated or reduced from time to time pursuant to Section 2.12 and
Section 2.13(d).

(b) Within the foregoing limits and subject to the terms,
conditions and limitations set forth herein, the Borrowers may borrow, pay or
prepay and reborrow hereunder, on and after the Effective Date and prior to the
Termination Date.

SECTION 2.02. Loans. (a) Each Committed Loan shall be made
as part of a Borrowing consisting of Loans made by the Banks ratably in
accordance with their Commitments; provided, however, that the failure of any
Bank to make any Committed Loan shall not in itself relieve any other Bank of
its obligation to lend hereunder (it being understood, however, that no Bank
shall be responsible for the failure of any other Bank to make any Loan
required to be made by such other Bank). Each Competitive Loan shall be made
in accordance with the procedures set forth in Section 2.03. The Committed
Loans or Competitive Loans comprising any Borrowing shall be (i) in the case of
Competitive Loans, in an aggregate principal amount which is not less than
$25,000,000 and is an integral multiple of $10,000,000 above that amount,
subject to the proviso following Section 2.03(d)(v), and (ii) in the case of
Committed Loans, in an aggregate principal amount which is an integral multiple
of $5,000,000 and not less than $25,000,000 (or an aggregate principal amount
equal to the remaining balance of the available Commitments).

(b) Each Competitive Borrowing shall be comprised
entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each
Committed Borrowing shall be comprised entirely of Eurodollar Committed Loans,
CD Loans or ABR Loans, as a Borrower may request pursuant to Section 2.03 or
2.04, as applicable. Each Bank may at its option make any Eurodollar Loan by
causing its Eurodollar Lending Office to make such Loan; provided that any
exercise of such option shall not affect the obligation of any Borrower to
repay such Loan in accordance with the terms of

II-1
28
this Agreement. Borrowings of more than one Type may be outstanding at the
same time; provided, however, that a Borrower shall not be entitled to request
any Borrowing which, if made, would result in an aggregate of more than ten
separate Committed Loans of any Bank to all Borrowers being outstanding
hereunder at any one time. For purposes of the foregoing, Loans having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Loans.

(c) Subject to Section 2.05, each Bank shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds to the Administrative Agent in Houston, Texas,
not later than 11:30 a.m., Houston, Texas time, and the Administrative Agent
shall by 2:00 p.m., Houston, Texas time, credit the amounts so received to the
general deposit account of the Company with the Administrative Agent or, if a
Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Banks. Competitive Loans shall be made by the Bank or Banks whose
Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts
so accepted and Committed Loans shall be made by the Banks pro rata in
accordance with Section 2.17. Unless the Administrative Agent shall have
received notice from a Bank prior to the date of any Borrowing that such Bank
will not make available to the Administrative Agent such Bank's portion of such
Borrowing, the Administrative Agent may assume that such Bank has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with this Section 2.02(c) and the Administrative Agent may, in
reliance upon such assumption, make available to the requesting Borrower on
such date a corresponding amount. If and to the extent that such Bank shall
not have made such portion available to the Administrative Agent, such Bank and
each Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower until the date
such amount is repaid to the Administrative Agent at (i) in the case of a
Borrower, the interest rate applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Bank, the Federal Funds Effective Rate.
If such Bank shall repay to the Administrative Agent such corresponding amount,
such amount shall constitute such Bank's Loan as part of such Borrowing for
purposes of this Agreement.

(d) Notwithstanding any other provision of this
Agreement, no Borrower shall be entitled to request any Borrowing pursuant to
Section 2.03 or Section 2.04 if the Interest Period requested with respect
thereto would end after the Termination Date.

(e) Each Competitive Loan shall be a Eurodollar
Competitive Loan or a Fixed Rate Loan. Each Committed Loan shall be a
Eurodollar Committed Loan, a CD Loan or an ABR Loan.

(f) The Competitive Loans made by each Bank shall be
evidenced by a single Competitive Note duly executed on behalf of such
Borrower, dated the Execution Date or such later date on which the holder of
such Note becomes a party to this Agreement pursuant to Section 9.11, with the
blanks appropriately completed, payable to the order of such Bank in a
principal amount equal to the Total Commitment.

II-2
29
(g) The Committed Loans made by each Bank to a Borrower
shall be evidenced by a single Committed Note duly executed on behalf of such
Borrower, dated the Execution Date or such later date on which the holder of
such Note becomes a party to this Agreement pursuant to Section 9.11, with the
blanks appropriately completed, payable to the order of such Bank in a
principal amount equal to the Commitment of such Bank.

SECTION 2.03. Competitive Bid Procedure. (a) In order to
request Competitive Bids, a Borrower shall hand deliver or telecopy to the
Administrative Agent and the Auction Administration Agents a duly completed
Competitive Bid Request, to be received by such Agents (i) in the case of a
Eurodollar Competitive Borrowing, not later than 9:00 a.m., Houston, Texas
time, five Business Days before the Borrowing Date specified for a proposed
Competitive Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not
later than 9:00 a.m., Houston, Texas time, one Business Day before the
Borrowing Date specified for a proposed Competitive Borrowing. No CD Loan or
Eurodollar Committed Loan shall be requested in or made pursuant to a
Competitive Bid Request. No ABR Loan shall be requested in, or, except
pursuant to Section 2.11 or Section 2.15, made pursuant to, a Competitive Bid
Request. A Competitive Bid Request that does not conform substantially to the
format of Exhibit 2.03(A) may be rejected at the Auction Administration Agent's
sole discretion, and the Auction Administration Agent shall promptly notify the
Borrower requesting such Competitive Bid of such rejection by telecopier. Each
Competitive Bid Request shall in each case refer to this Agreement and specify
(x) whether the Competitive Borrowing then being requested is to be a
Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (y) the Borrowing
Date of such Competitive Borrowing (which shall be a Business Day) and the
aggregate principal amount thereof (which shall be in a minimum principal
amount of $50,000,000 and in an integral multiple of $1,000,000), and (z) the
Interest Period with respect thereto. Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid, the Auction
Administration Agent shall invite by telecopier (in substantially the form set
forth in Exhibit 2.03(B)) the Banks to bid, on the terms and conditions of this
Agreement, to make Competitive Loans pursuant to such Competitive Bid Request.
Notwithstanding the foregoing, the Auction Administration Agent shall have no
obligation to invite any Bank to make a Competitive Bid pursuant to this
Section 2.03(a) until such Bank has delivered a properly completed
Administrative Questionnaire to the Administrative Agent.

(b) On and after the Effective Date, each Bank may, in
its sole discretion, make one or more Competitive Bids responsive to each
Competitive Bid Request of a Borrower. Each Competitive Bid by a Bank must be
received by the Auction Administration Agent via telecopier, in the form of
Exhibit 2.03(C), (i) in the case of a Eurodollar Competitive Borrowing, not
later than 1:00 p.m., Houston, Texas time, four Business Days before the
Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the
case of a Fixed Rate Borrowing, not later than 9:00 a.m., Houston, Texas time,
on the Borrowing Date specified for a proposed Competitive Borrowing.
Competitive Bids that do not conform substantially to the format of Exhibit
2.03(C) may be rejected by the Auction Administration Agent after conferring
with, and upon the instruction of, the Borrower requesting such Competitive
Bid, and the Auction Administration Agent shall notify the applicable Bank of
such rejection as soon as practicable. Each Competitive Bid shall refer to
this Agreement and (x) specify the principal amount (which shall be in a
minimum principal amount of

II-3
30
$25,000,000 and in an integral multiple of $10,000,000 above such amount and
which may equal the entire aggregate principal amount of the Competitive
Borrowing requested by the Borrower requesting such Competitive Bid
irrespective of such Bank's Commitment) of the Competitive Loan that the
applicable Bank is willing to make to such Borrower, (y) specify the
Competitive Bid Rate or Rates at which such Bank is prepared to make the
Competitive Loan or Loans and (z) confirm the Interest Period with respect
thereto specified by such Borrower in its Competitive Bid Request. A
Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be
irrevocable.

(c) The Auction Administration Agent shall promptly
notify the Borrower requesting such Competitive Bid by telecopier of all the
Competitive Bids made, the Competitive Bid Rate and the maximum principal
amount of each Competitive Loan in respect of which a Competitive Bid was made
and the identity of the Bank that made each such Competitive Bid. The Auction
Administration Agent shall send a copy of all Competitive Bids to such Borrower
for its records as soon as practicable after completion of the bidding process
set forth in this Section 2.03.

(d) A Borrower may in its sole and absolute discretion,
subject only to the provisions of this Section 2.03(d), accept or reject any
Competitive Bid referred to in Section 2.03(c). Such Borrower shall notify the
Auction Administration Agent by telephone, confirmed by telecopier, whether and
to what extent it has decided to accept or reject any or all of the Competitive
Bids referred to in Section 2.03(c), (i) in the case of a Eurodollar
Competitive Borrowing, not later than 9:00 a.m., Houston, Texas time, three
Business Days before the Borrowing Date specified for a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:00
a.m., Houston, Texas time, on the Borrowing Date specified for a proposed
Competitive Borrowing, provided, however, (i) the failure by such Borrower to
accept or reject any Competitive Bid referred to in Section 2.03(c) shall be
deemed to be a rejection of such Competitive Bid, (ii) the Company shall not
accept a Competitive Bid made at a particular Competitive Bid Rate if the
Company has decided to reject a Competitive Bid made at a lower Competitive Bid
Rate, (iii) the aggregate amount of the Competitive Bids accepted by such
Borrower shall not exceed the principal amount specified in the Competitive Bid
Request, (iv) if such Borrower shall accept a Competitive Bid or Bids made at a
particular Competitive Bid Rate but the amount of such Competitive Bid or Bids
shall cause the total amount of Competitive Bids to be accepted by such
Borrower to exceed the amount specified in the Competitive Bid Request, then
such Borrower shall accept a portion of such Competitive Bid or Bids in an
amount equal to the amount specified in the Competitive Bid Request less the
amount of all other Competitive Bids accepted with respect to such Competitive
Bid Request, which acceptance, in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid at such Competitive Bid Rate, and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is in a minimum principal amount of
$25,000,000 and an integral multiple of $10,000,000 above such amount and is
part of a Competitive Borrowing in a minimum principal amount of $25,000,000;
provided further, however, that if a Competitive Loan must be in an amount less
than $25,000,000 because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances or portions
of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (iv)

II-4
31
the amounts shall be rounded to integral multiples of $1,000,000 in a manner
which shall be in the discretion of the Company. A notice given by a Borrower
pursuant to this Section 2.03(d) shall be irrevocable.

(e) The Auction Administration Agent shall promptly
notify each Bank making a Competitive Bid whether or not its Competitive Bid or
corresponding Competitive Bids have been accepted (and if so, in what amount
and at what Competitive Bid Rate) by telecopier sent by the Auction
Administration Agent, and each successful bidder will thereupon become bound,
subject to the other applicable conditions hereof, to make the Competitive Loan
in respect of which its Competitive Bid has been accepted. After completing
the notifications referred to in the immediately preceding sentence, the
Auction Administration Agent shall (i) notify the Administrative Agent of each
Competitive Bid that has been accepted, the amount thereof and the Competitive
Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount
of all Competitive Bids accepted.

(f) Upon receipt from the Administrative Agent of the
LIBO Rate applicable to any Eurodollar Competitive Loan to be made by any Bank
pursuant to a Competitive Bid that has been accepted by a Borrower pursuant to
Section 2.03(d), the Auction Administration Agent shall notify such Bank of (i)
the applicable LIBO Rate and (ii) the sum of the applicable LIBO Rate plus the
Margin bid by such Bank.

(g) A Competitive Bid Request shall not be made within
five Business Days of the date after the date of any previous Competitive Bid
Request, unless the Company and the Auction Administration Agent shall mutually
agree otherwise and notice of such agreement shall have been given to the
Administrative Agent and the Banks.

(h) If the Auction Administration Agent or any Affiliate
of the Auction Administration Agent shall at any time be a Bank with a
Commitment hereunder and shall elect to submit a Competitive Bid in its
capacity as a Bank, it shall submit such Competitive Bid directly to the
Borrower requesting such Competitive Bid one quarter of an hour earlier than
the latest time at which the other Banks are required to submit their
Competitive Bids to the Auction Administration Agent pursuant to paragraph (b)
above.

(i) All notices required by this Section 2.03 shall be
made in accordance with Section 9.02.

SECTION 2.04. Committed Borrowing Procedure. In order to
effect a Committed Borrowing, a Borrower shall give written (or telephone
notice promptly confirmed in writing) to the Administrative Agent,
substantially in the form of Exhibit 2.04 (a "Committed Borrowing Request"),
(a) in the case of a Eurodollar Committed Borrowing, not later than 11:00 a.m.,
Houston, Texas time, three Business Days before the Borrowing Date specified
for such proposed Committed Borrowing, (b) in the case of a CD Borrowing, not
later than 10:00 a.m., Houston, Texas time, two Business Days before such
proposed Committed Borrowing, and (c) in the case of an ABR Borrowing, not
later than 10:00 a.m., Houston, Texas time, on the Borrowing

II-5
32
Date specified for such proposed Committed Borrowing. No Fixed Rate Loan or
Eurodollar Competitive Loan shall be requested or made pursuant to a Committed
Borrowing Request. Such Committed Borrowing Request shall be irrevocable and
shall in each case refer to this Agreement and specify (x) whether the
Borrowing then being requested is to be a Eurodollar Committed Borrowing, a CD
Borrowing, or an ABR Borrowing, (y) the Borrowing Date of such Borrowing (which
shall be a Business Day) and the aggregate amount thereof (which shall not be
less than $25,000,000 and shall be an integral multiple of $5,000,000) and (z)
the Interest Period with respect thereto. If no election as to the Type of
Committed Borrowing is specified in any such notice, then the requested
Committed Borrowing shall be an ABR Borrowing. If no Interest Period with
respect to any Eurodollar Committed Borrowing or CD Borrowing is specified in
any such Committed Borrowing Request, then (i) in the case of a Eurodollar
Committed Borrowing, such Borrower shall be deemed to have selected an Interest
Period of one month's duration and (ii) in the case of a CD Borrowing, such
Borrower shall be deemed to have selected an Interest Period of 30 days'
duration. If a Borrower shall not have given notice in accordance with this
Section 2.04 of its election to refinance a Committed Borrowing prior to the
end of the Interest Period in effect for such Borrowing, then such Borrower
shall (unless such Borrowing is repaid at the end of such Interest Period) be
deemed to have given notice of an election to refinance such Borrowing with an
ABR Borrowing. The Administrative Agent shall promptly advise the Banks of any
Committed Borrowing Request given pursuant to this Section 2.04 and of each
Bank's portion of the requested Committed Borrowing by telecopier.

SECTION 2.05. Refinancings. Each Borrower may refinance
all or any part of any Borrowing with a Borrowing of the same or a different
Type made pursuant to Section 2.03 or Section 2.04, subject to the conditions
and limitations set forth herein and elsewhere in this Agreement, including
refinancings of Competitive Borrowings with Committed Borrowings and Committed
Borrowings with Competitive Borrowings. Any Borrowing or part thereof so
refinanced shall be deemed to be repaid in accordance with Section 2.08 with
the proceeds of a new Borrowing hereunder and the proceeds of the new
Borrowing, to the extent they do not exceed the principal amount of the
Borrowing being refinanced, shall not be paid by the Banks to the
Administrative Agent or by the Administrative Agent to the Company pursuant to
Section 2.02(c); provided, however, that (a) if the principal amount extended
by a Bank in a refinancing is greater than the principal amount extended by
such Bank in the Borrowing being refinanced, then such Bank shall pay such
difference to the Administrative Agent for distribution to the Banks described
in (b) below, (b) if the principal amount extended by a Bank in the Borrowing
being refinanced is greater than the principal amount being extended by such
Bank in the refinancing, the Administrative Agent shall return the difference
to such Bank out of amounts received pursuant to (a) above, (c) to the extent
any Bank fails to pay the Administrative Agent amounts due from it pursuant to
(a) above, any Borrowing or portion thereof being refinanced shall not be
deemed repaid in accordance with Section 2.08 to the extent of such failure and
such Borrower shall pay such amount to the Administrative Agent pursuant to
Section 2.08 and (d) to the extent the Company fails to pay to the
Administrative Agent any amounts due in accordance with Section 2.08 as a
result of the failure of a Bank to pay the Administrative Agent any amounts due
as described in (c) above, the portion of any refinanced Borrowing deemed not
repaid shall be deemed to be outstanding solely to the Bank

II-6
33
which has failed to pay the Administrative Agent amounts due from it pursuant
to (a) above to the full extent of such Bank's portion of such refinanced Loan.

SECTION 2.06. Conversion and Continuation of Committed
Borrowings. Each Borrower shall have the right at any time upon prior
irrevocable notice to the Administrative Agent (a) not later than 8:30 a.m.,
Houston, Texas time, one Business Day prior to conversion, to convert any
Eurodollar Committed Borrowing or CD Borrowing into an ABR Borrowing, (b) not
later than 10:00 a.m., Houston, Texas time, two Business Days prior to
conversion or continuation, to convert any Eurodollar Committed Borrowing or
ABR Borrowing into a CD Borrowing or to continue any CD Borrowing as a CD
Borrowing for an additional Interest Period, (c) not later than 11:00 a.m.,
Houston, Texas time, three Business Days prior to conversion or continuation,
to convert any ABR Borrowing or CD Borrowing into a Eurodollar Committed
Borrowing or to continue any Eurodollar Committed Borrowing as a Eurodollar
Committed Borrowing for an additional Interest Period, (d) not later than 10:00
a.m., Houston, Texas time, three Business Days prior to conversion, to convert
the Interest Period with respect to any Eurodollar Committed Borrowing to
another permissible Interest Period and (e) not later than 10:00 a.m., Houston,
Texas time, two Business Days prior to conversion, to convert the Interest
Period with respect to any CD Borrowing to another permissible Interest Period,
subject in each case to the following:

(i) each conversion or continuation shall be made pro
rata among the Banks in accordance with the respective principal
amounts of the Loans comprising the converted or continued Committed
Borrowing;

(ii) if less than all the outstanding principal amount of
any Committed Borrowing shall be converted or continued, the aggregate
principal amount of such Committed Borrowing converted or continued
shall be an integral multiple of $5,000,000 and not less than
$25,000,000;

(iii) if any Eurodollar Committed Borrowing or CD Borrowing
is converted at a time other than the end of the Interest Period
applicable thereto, such Borrower shall pay, upon demand, any amounts
due to the Banks pursuant toSection 2.16;

(iv) any portion of a Committed Borrowing maturing or
required to be repaid in less than one month may not be converted into
or continued as a Eurodollar Committed Borrowing;

(v) any portion of a Committed Borrowing maturing or
required to be repaid in less than 30 days may not be converted into
or continued as a CD Borrowing;

(vi) any portion of a Eurodollar Committed Borrowing or CD
Borrowing which cannot be converted into or continued as a Eurodollar
Committed Borrowing or a CD Borrowing by reason of clauses (iv) and
(v) above shall be automatically converted at the end of the Interest
Period in effect for such Borrowing into an ABR Borrowing;

II-7
34
(vii) no Interest Period may be selected for any Eurodollar
Committed Borrowing or CD Borrowing that would end later than the
Termination Date; and

(viii) accrued interest on a Loan (or portion thereof) being
converted or continued shall be paid by the Company at the time of
conversion or continuation.

Each notice pursuant to this Section 2.06 shall be irrevocable and shall refer
to this Agreement and specify (w) the identity and amount of the Committed
Borrowing that a Borrower requests be converted or continued, (x) whether such
Committed Borrowing is to be converted to or continued as a Eurodollar
Committed Borrowing, a CD Borrowing or an ABR Borrowing, (y) if such notice
requests a conversion, the date of such conversion (which shall be a Business
Day) and (z) if such Committed Borrowing is to be converted to or continued as
a Eurodollar Committed Borrowing or CD Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Committed
Borrowing or CD Borrowing, such Borrower shall be deemed to have selected an
Interest Period of one month's duration, in the case of a Eurodollar Committed
Borrowing, or 30 days' duration, in the case of a CD Borrowing. The
Administrative Agent shall promptly advise the other Banks of any notice given
pursuant to this Section 2.06 and of each Bank's portion of any converted or
continued Committed Borrowing. If a Borrower shall not have given notice in
accordance with this Section 2.06 to continue any Committed Borrowing into a
subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.06 to convert such Committed Borrowing), such
Committed Borrowing shall, at the end of the Interest Period applicable thereto
(unless repaid pursuant to the terms hereof), automatically be continued into a
new Interest Period as an ABR Borrowing.

SECTION 2.07. Fees. (a) The Company agrees to pay to each
Bank, through the Administrative Agent, on each March 31, June 30, September 30
and December 31 from theExecution Date and to the date on which the Commitment
of such Bank has been terminated and (ii) on the Termination Date and on any
other date on which the Commitment of such Bank has been terminated, facility
fees (such facility fees being the "Facility Fees"), in immediately available
funds, equal to the Applicable Fee Percentage of the amount of the Commitment
of such Bank, whether used, deemed used or unused, during the preceding quarter
(or shorter period commencing with the Execution Date and/or ending with the
Termination Date). All Facility Fees shall be computed by the Administrative
Agent on the basis of the actual number of days elapsed in a year of 360 days,
and shall be conclusive and binding for all purposes, absent manifest error.
The Facility Fees due to each Bank shall commence to accrue on the Execution
Date and shall cease to accrue on the earlier of the Termination Date and the
termination of the Commitment of such Bank as provided herein.

(b) The Company agrees to pay to the Administrative Agent
administration fees as provided in the Administrative Agent's Letter.

II-8
35
(c) The Company agrees to pay to the Auction
Administration Agent an auction fee with respect to each Competitive Bid
requested hereunder as provided in the Auction Administration Agent's Letter.

(d) The Facility Fees due under this Section 2.07 shall
be paid on the date due, in immediately available funds, to the Administrative
Agent for distribution among the Banks. The fees due under this Section
2.07(b) and (c) shall be paid pursuant to the Administrative Agent's Letter or
the Auction Administration Agent's Letter, as the case may be.

(e) Notwithstanding the foregoing, in no event shall any
Bank be permitted to receive any compensation hereunder constituting interest
in excess of the Highest Lawful Rate.

SECTION 2.08. Repayment of Loans. (a) Each Borrower agrees
to pay the outstanding principal balance of each of its Loans (i) in the case
of a Competitive Loan, on the last day of the Interest Period applicable to
such Loan and on the Termination Date, and (ii) in the case of a Committed
Loan, on the Termination Date. Each Loan shall bear interest from the date of
the Borrowing of which such Loan is a part on the outstanding principal balance
thereof as set forth in Section 2.09.

(b) Each Bank shall, and is hereby authorized by each
Borrower to, endorse on the schedule attached to the relevant Note of such
Borrower held by such Bank (or on a continuation of such schedule attached to
each such Note and made a part thereof) or in its internal records relating to
such Note an appropriate notation evidencing the date and amount of each
Competitive Loan or Committed Loan of such Bank to such Borrower, each payment
or prepayment of principal of any Competitive Loan or Committed Loan and the
other information provided for on such schedule. The aggregate unpaid
principal amount so recorded shall be presumptive evidence of the principal
amount owing by such Borrower to a Bank and unpaid under each such Note of such
Bank. The failure of any Bank to make such a notation or any error therein
shall not in any manner affect the obligation of such Borrower to repay the
Competitive Loans or Committed Loans made by such Bank in accordance with the
terms of the relevant Note.

SECTION 2.09. Interest on Loans. (a) Subject to the
provisions of Section 2.09(e) and Section 2.10, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to
(i) in the case of each Eurodollar Committed Loan, the lesser of (A) the LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Differential from time to time in effect and (B) the Highest Lawful Rate, and
(ii) in the case of each Eurodollar Competitive Loan, the lesser of (A) the
LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin
offered by the Bank making such Loan and accepted by a Borrower pursuant to
Section 2.03 and (B) the Highest Lawful Rate.

(b) Subject to the provisions of Section 2.09(e) and
Section 2.10, the Loans comprising each CD Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to the lesser of (A) the Adjusted CD

II-9
36
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Differential from time to time in effect and (B) the Highest Lawful Rate.

(c) Subject to the provisions of Section 2.09(e) and
Section 2.10, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, if the Alternate Base Rate shall be based on
the Prime Rate, and a year of 360 days otherwise) at a rate per annum equal to
the Alternate Base Rate, but not in excess of the Highest Lawful Rate.

(d) Subject to the provisions of Section 2.10, each Fixed
Rate Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the fixed rate
of interest offered by the Bank making such Loan and accepted by a Borrower
pursuant to Section 2.03, but not in excess of the Highest Lawful Rate.

(e) Interest on each Loan shall be payable in arrears on
each Interest Payment Date applicable to such Loan except as otherwise provided
in this Agreement. The applicable LIBO Rate, CD Rate or Alternate Base Rate
for each Interest Period or day within an Interest Period, as the case may be,
shall be determined by the Administrative Agent, and such determination shall
be conclusive absent manifest error. The Administrative Agent shall promptly
advise the Borrowers and each Bank, as appropriate, of such determination.

SECTION 2.10. Interest on Overdue Amounts. If any Borrower
shall default in the payment of the principal of or interest on any Loan or any
other amount becoming due hereunder, whether by scheduled maturity, notice of
prepayment acceleration or otherwise such Borrower shall on demand from time to
time pay interest, to the extent permitted by law, on such defaulted amount up
to (but not including) the date of actual payment (after as well as before
judgment) at a rate per annum equal to the lesser of (a) the Agreed Maximum
Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be; if the Alternate Base Rate is based on the Base CD Rate or the
Federal Funds Effective Rate, computed on the basis of the actual number of
days elapsed over a year of 360 days) and (b) the Highest Lawful Rate.

SECTION 2.11. Alternate Rate of Interest. (a) In the
event, and on each occasion, that on the day two Business Days prior to the
commencement of any Interest Period for a Eurodollar Borrowing, (i) the
Administrative Agent shall have determined that dollar deposits in the
principal amounts of the Loans comprising such Borrowing are not generally
available in the London interbank market, for the requested Interest Period or
that reasonable means do not exist for ascertaining the LIBO Rate or (ii) the
Majority Banks shall have determined (and notified the Administrative Agent)
that the rate at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to any Bank of making or maintaining its
Eurodollar Loan during such Interest Period, the Administrative Agent shall, as
soon as practicable thereafter, give written notice of such determination to
the Borrowers, the Auction Administration Agent and the Banks. In the event of
any such determination, any request by a Borrower for a Eurodollar Loan shall,
until the circumstances giving rise to such notice no longer exist, be deemed
to be a request

II-10
37
for an ABR Loan. Each such determination by the Administrative Agent or the
Majority Banks hereunder shall be conclusive absent manifest error.

(b) In the event, and on each occasion, that on or before
the date on which the Adjusted CD Rate for a CD Borrowing is to be determined,
the Administrative Agent shall have determined that such Adjusted CD Rate
cannot be determined for any reason, including the inability of the
Administrative Agent to obtain sufficient bids in accordance with the terms of
the definition of Fixed CD Rate, or the Majority Banks shall have determined
(and notified the Administrative Agent) that the Adjusted CD Rate for such CD
Borrowing will not adequately and fairly reflect the cost to any Bank of making
or maintaining its CD Loan during such Interest Period, the Administrative
Agent shall, as soon as practicable thereafter, give written notice of such
determination to the Borrowers and the Banks. In the event of any such
determination, any request by the Borrowers for a CD Borrowing shall, until the
circumstances giving rise to such notice no longer exist, be deemed to be a
request for an ABR Loan. Each such determination by the Administrative Agent
or the Majority Banks hereunder shall be conclusive absent manifest error.

(c) Each Reference Bank agrees to furnish to the
Administrative Agent timely information for the purpose of determining each
Adjusted CD Rate and LIBO Rate as applicable. Subject to paragraph (d) of this
Section 2.11, if any Reference Bank or Reference Banks shall not furnish such
timely information to the Administrative Agent for determination of any such
interest rate, the Administrative Agent shall determine such interest rate on
the basis of timely information furnished by the remaining Reference Banks or
Reference Bank.

(d) If all Reference Banks fail to furnish timely
information to the Administrative Agent for determining the LIBO Rate or the
Adjusted CD Rate for a Eurodollar Borrowing or CD Borrowing, as the case may
be, (i) the Administrative Agent shall forthwith notify the Borrowers, the
Banks and the Auction Administration Agent that the interest rate cannot be
determined for such Borrowings, (ii) the right of the Borrowers to select the
LIBO Rate or the Adjusted CD Rate, as the case may be, for such Borrowing or
any subsequent Borrowing shall be suspended until the Administrative Agent
shall notify the Borrowers and the Banks and the Auction Administration Agent
that the circumstances causing such suspension no longer exist, and (iii) each
Borrowing shall be an Alternate Base Loan.

SECTION 2.12. Termination and Reduction of Commitments.
(a) The Total Commitment shall be automatically terminated on the Termination
Date.

(b) Upon at least ten Business Days' prior irrevocable
written or telecopy notice to the Administrative Agent, the Company may at any
time in whole permanently terminate, or from time to time in part permanently
reduce, the Total Commitment; provided, however, that (i) each partial
reduction of the Total Commitment shall be in a minimum principal amount of
$25,000,000 and in an integral multiple of $10,000,000 over such amount and
(ii) no such termination or reduction shall be made which would reduce the
Total Commitment to an amount less than the aggregate outstanding principal
amount of the then outstanding Competitive Loans. Such notice shall specify
the date and the amount of the termination or reduction of the Total
Commitment. The

II-11
38
Administrative Agent shall promptly notify the Banks and the Auction
Administration Agent of the amount of any such termination or reduction of the
Total Commitment.

(c) Except in the circumstances described in Section
2.13(d), Section 2.14 or Section 2.15, each reduction in the Total Commitment
hereunder shall be made ratably among the Banks in accordance with their
respective Commitments. The Company shall pay to the Administrative Agent for
the account of the Banks, on the date of each termination or reduction, the
Facility Fees on the amount of the Commitments so terminated or reduced accrued
through the date of such termination or reduction.

SECTION 2.13. Prepayment. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Committed Borrowing, in
whole or in part, upon written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) to the Administrative Agent: (i)
before 9:00 a.m., Houston, Texas time, five Business Days prior to prepayment,
in the case of Eurodollar Committed Loans, (ii) before 10:00 a.m., New York
City time, two Business Days prior to prepayment, in the case of CD Loans, and
(iii) before 9:00 a.m., Houston, Texas time, one Business Day prior to
prepayment, in the case of ABR Loans; provided, however, that each partial
prepayment shall be in an amount which is an integral multiple of $1,000,000
and not less than $10,000,000. No Borrower shall have the right to prepay any
Competitive Borrowing.

(b) On the date of any termination or reduction of the
Commitments pursuant to Section 2.12(b), the Borrowers shall pay or prepay so
much of the Committed Borrowings as shall be necessary in order that the
aggregate principal amount of the Competitive Loans and Committed Loans
outstanding will not exceed the Total Commitment, after giving effect to such
termination or reduction.

(c) Each notice of prepayment given by a Borrower
hereunder shall specify the prepayment date and the principal amount of each
Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall
commit such Borrower to prepay such Borrowing (or portion thereof) by the
amount stated therein on the date stated therein. All prepayments under this
Section 2.13 shall be subject to Section 2.16 and Section 2.17 but otherwise
without premium or penalty. All prepayments under this Section 2.13 shall be
accompanied by accrued interest on the principal amount being prepaid to the
date of prepayment.

(d) If any Borrower intends to use the proceeds of any
Borrowing to finance a Hostile Acquisition, such Borrower shall give the Agents
and the Banks notice (a "Notice of Acquisition") thereof. Any Bank may elect
(an "Election") to have its Commitment terminated in whole and to require the
repayment in full of its Loans and other amounts owing to it hereunder. Each
Bank making an Election (a "Withdrawing Bank") shall give the Borrowers, the
Agents and the other Banks notice (a "Notice of Election") of its Election not
more than ten Business Days after its receipt of a Notice of Acquisition and
specifying the reason or reasons for its Election. The Notice of Election of
each Withdrawing Bank shall be irrevocable and shall specify the date (the
"Withdrawal Date") upon which such Withdrawing Bank will cease to be a party to
this Agreement.

II-12
39
The Withdrawal Date for a Withdrawing Bank shall not be earlier than five
Business Days after receipt by the Borrowers of such Withdrawing Bank's Notice
of Election; provided, however if a Withdrawing Bank has Loans outstanding
hereunder, the Withdrawal Date for such Withdrawing Bank shall be the latest
date that is the end of an Interest Period applicable to the outstanding Loans
made by such Withdrawing Bank. Upon receipt by the Agents and the Borrowers of
a Notice of Election from a Withdrawing Bank, the unused portion of the
Commitment of such Withdrawing Bank shall automatically terminate and such
Withdrawing Bank shall not thereafter be permitted to make a Competitive Bid
pursuant to Section 2.03(b). The Borrowers, within five Business Days of its
receipt of a Notice of Election, shall pay to such Withdrawing Bank all
Facility Fees on the amount of its Commitment so terminated, accrued through
the date of payment. In addition, on the last day of each Interest Period
applicable to the outstanding Loans of a Withdrawing Bank occurring prior to
such Withdrawing Bank's Withdrawal Date, the Commitment of such Withdrawing
Bank shall automatically reduce by an amount equal to the principal amount of
the Loans whose Interest Period ends on such date, and the applicable Borrower,
or the Company in the case of Facility Fees, shall pay to such Withdrawing Bank
the principal amount of all such Loans, all accrued and unpaid interest thereon
and Facility Fees on the amount of such Withdrawing Bank's Commitment so
terminated, accrued through the date of payment and, if applicable, amounts
pursuant to Section 2.14, Section 2.16 and Section 2.20. On the Withdrawal
Date for each Withdrawing Bank, the Commitment of such Withdrawing Bank shall
terminate in whole, and the applicable Borrower, or the Company in the case of
Facility Fees, shall pay to such Withdrawing Bank the principal amount of all
of its outstanding Loans, accrued and unpaid interest thereon, Facility Fees on
the amount of such Withdrawing Bank's Commitment so terminated, accrued through
the Withdrawal Date, and all other outstanding amounts (including amounts
pursuant to Section 2.14, Section 2.16 and Section 2.20) due to such
Withdrawing Bank hereunder. Upon and after each Withdrawing Bank's Withdrawal
Date and the repayment under this Section 2.13(d) in full to such Withdrawing
Bank of its outstanding Loans, the accrued interest thereon, its Facility Fees
and all other fees and costs due to it hereunder, such Withdrawing Bank shall
not be a party to this Agreement nor be included as a "Bank" hereunder except
for purposes of Section 2.14, Section 2.16 and Section 9.05.

(e) In the event any Withdrawing Bank makes an Election
pursuant to Section 2.13(d), the Company may give notice to such Withdrawing
Bank (with copies to the Agents) that it wishes to seek one or more Eligible
Assignees (which may be one or more of the Banks) to assume the Commitment of
such Withdrawing Bank and to purchase its outstanding Loans and Notes. Each
Withdrawing Bank making an Election pursuant to Section 2.13(d) agrees to sell
its Commitment, Loans, Notes and interest in this Agreement pursuant to Section
9.11(c) to any such Eligible Assignee for an amount equal to the sum of the
outstanding unpaid principal of and accrued interest on such Loans and Notes
plus all other fees and amounts (including any compensation claimed by such
Withdrawing Bank under Section 2.14) due such Withdrawing Bank hereunder
calculated, in each case, to the date such Commitment, Loans, Notes and
interest are purchased, whereupon such Withdrawing Bank shall have no further
Commitment or other obligation to any Borrower hereunder or under any Note.

II-13
40
SECTION 2.14. Reserve Requirements; Change in
Circumstances. (a) It is understood that the cost to each Bank of making or
maintaining any of the Loans may fluctuate as a result of the applicability of,
or changes in, reserve requirements imposed by the Board, including reserve
requirements under Regulation D in connection with Eurocurrency Liabilities.
Subject to Section 9.08, each Borrower agrees to pay to each Bank, as provided
in Section 2.14(d), at any time when such Bank shall be required to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Loan of such Bank from the date of such Loan until such
principal amount is paid in full, payable on each Interest Payment Date for
such Eurodollar Loan, at an interest rate per annum equal at all times during
each Interest Period to the excess of (i) the rate obtained by dividing the
LIBO Rate for such Interest Period by a percentage equal to 100% minus the
reserve percentage applicable during such Interest Period under regulations
issued from time to time by the Board (or if more than one such percentage is
so applicable, minus the daily average of such percentages for those days in
such Interest Period during which any such percentage shall be so applicable)
for determining the maximum requirement (including any emergency, supplemental
or other marginal reserve requirement) for such Bank with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities over
(ii) the LIBO Rate for such Interest Period. It is understood by the parties
hereto that the rates of interest applicable to Eurodollar Loans have been
determined on the assumption that no such reserve requirements exist or will
exist and that such rates do not reflect costs imposed on the Banks in
connection with such reserve requirements. It is agreed that for purposes of
this Section 2.14(a) the Eurodollar Loans made hereunder shall be deemed to
constitute Eurocurrency Liabilities and to be subject to the reserve
requirements of Regulation D without benefit of or credit for proration,
exemptions or offsets which might otherwise be available to the Banks from time
to time under Regulation D.

(b) Notwithstanding any other provision herein, if after
the Execution Date the introduction of any applicable law or regulation or any
change in applicable law or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Bank with any
applicable guideline or request from any central bank or governmental authority
(whether or not having the force of law) (i) shall change the basis of taxation
of payments to any Bank of the principal of or interest on any Eurodollar Loan,
CD Loan or Fixed Rate Loan made by such Bank or any other fees or amounts
payable hereunder (other than (x) taxes imposed on the overall net income of
such Bank or its Applicable Lending Office by the jurisdiction in which such
Bank or its Applicable Lending Office has its principal office or by any
political subdivision or taxing authority therein (or any tax which is enacted
or adopted by such jurisdiction, political subdivision or taxing authority as a
direct substitute for any such taxes) or (y) any tax, assessment or other
governmental charge that would not have been imposed but for the failure of any
Bank to comply with any certification, information, documentation or other
reporting requirement), (ii) shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, such Bank (except any
reserve requirement reflected in the Adjusted CD Rate), or (iii) shall impose
on such Bank or the London interbank market any other condition affecting this
Agreement or any Eurodollar Loan, CD Loan or Fixed Rate Loan made by such Bank,
and the result of any of the foregoing shall be to increase the cost to such
Bank of maintaining its

II-14
41
Commitment or of making or maintaining any Eurodollar Loan, CD Loan or Fixed
Rate Loan or to reduce the amount of any sum received or receivable by such
Bank hereunder (whether of principal, interest or otherwise) in respect thereof
by an amount deemed in good faith by such Bank to be material, then each
Borrower shall pay to the Administrative Agent for the account of such Bank
such additional amount or amounts as will compensate such Bank for such
increase or reduction to such Bank upon demand by such Bank (through the
Administrative Agent).

(c) If any Bank shall have determined in good faith that
the applicability of any law, rule, regulation or guideline adopted pursuant to
or arising out of the July 1988 report of the Basle Committee on Banking
Regulations and Supervisory Practices entitled "International Convergence of
Capital Measurement and Capital Standards," or the adoption after the Execution
Date of any other law, rule, regulation or guideline regarding capital
adequacy, or any change in any of the foregoing or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any lending office of such Bank) with
any request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on such Bank's capital, as
a consequence of this Agreement or the Loans made by such Bank pursuant hereto
to a level below that which such Bank could have achieved but for such
applicability, adoption, change or compliance (taking into consideration such
Bank's policies with respect to capital adequacy) by an amount deemed by such
Bank to be material, then from time to time, as provided in Section 2.14(d),
each Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for any such increased capital requirement.

(d) Each Bank will notify the Borrowers through the
Administrative Agent of any event occurring after the date of this Agreement
which will entitle such Bank to compensation pursuant to this Section 2.14, as
promptly as practicable, and in any event within 90 days after it becomes aware
thereof and determines to request compensation. A certificate of a Bank
setting forth in reasonable detail (i) such amount or amounts as shall be
necessary to compensate such Bank (or participating banks or other entities
pursuant to Section 9.11) as specified in paragraph (a), (b) or (c) above, as
the case may be, and (ii) the calculation of such amount or amounts under
paragraphs (a), (b) and (c) above, or if such calculation is not practicable, a
statement setting forth in reasonable detail the basis for the amounts claimed
as necessary to compensate such Bank, shall be delivered to the applicable
Borrower (with a copy to the Administrative Agent) and shall be conclusive
absent manifest error. Each Borrower shall pay to the Administrative Agent for
the account of such Bank the amount shown as due on any such certificate within
30 days after its receipt of the same.

(e) Except as expressly provided in Section 2.14(d),
failure on the part of any Bank to demand compensation for any increased costs
or reduction in amounts received or receivable or reduction in return on
capital with respect to any Interest Period or any other period shall not
constitute a waiver of such Bank's rights to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to such Interest Period or any other period.
The protection of this Section 2.14 shall be available to each

II-15
42
Bank regardless of any possible contention of invalidity or inapplicability of
law, regulation or condition which shall have been imposed.

(f) In the event any Bank shall seek compensation
pursuant to this Section 2.14, the Company may give notice to such Bank (with
copies to the Agents) that it wishes to seek one or more Eligible Assignees
(which may be one or more of the Banks) to assume the Commitment of such Bank
and to purchase its outstanding Loans and Notes. Each Bank requesting
compensation pursuant to this Section 2.14 agrees to sell its Commitment,
Loans, Notes and interest in this Agreement pursuant to Section 9.11(c) to any
such Eligible Assignee for an amount equal to the sum of the outstanding unpaid
principal of and accrued interest on such Loans and Notes plus all other fees
and amounts (including any compensation claimed by such Bank under this Section
2.14) due such Bank hereunder calculated, in each case, to the date such
Commitment, Loans, Notes and interest are purchased, whereupon such Bank shall
have no further Commitment or other obligation to any Borrower hereunder or
under any Note.

(g) Without prejudice to the survival of any other
obligations of the Borrowers hereunder, the obligations of the Borrowers under
this Section 2.14 shall survive the termination of this Agreement and the
payment or assignment of the Notes.

(h) Notwithstanding anything in this Section 2.14 to the
contrary, in no event shall any Bank be permitted to take or receive any
compensation hereunder constituting interest in excess of the Highest Lawful
Rate.

SECTION 2.15.Change in Legality. (a) Notwithstanding any
other provision herein, if any change in any law or regulation or in the
interpretation thereof by any governmental authority charged with the
administration or interpretation thereof shall make it unlawful for any Bank or
its Eurodollar Lending Office to make or maintain any Eurodollar Loan or to
give effect to its obligations as contemplated hereby, then, by written notice
to the Borrowers and to the Agents, such Bank may:

(i) declare that Eurodollar Loans will not thereafter be
made by such Bank hereunder, whereupon such Bank shall not submit a
Competitive Bid in response to a request for Eurodollar Competitive
Loans and any request by the Company for a Eurodollar Committed
Borrowing shall, as to such Bank only (unless the Company (x) shall
have withdrawn such request, in which case such request shall be of no
force and effect, or (y) shall have made a new request for a Borrowing
of a different Type in accordance with the terms hereof, which shall
be deemed to supersede such request for a Eurodollar Committed
Borrowing), be deemed a request for an ABR Loan; and

(ii) require that all outstanding Eurodollar Loans made by
it be converted to ABR Loans, in which event all such Eurodollar Loans
shall be automatically converted to ABR Loans as of the effective date
of such notice as provided in Section 2.15(b).

II-16
43
In the event any Bank shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied
to repay the Eurodollar Loans that would have been made by such Bank or the
converted Eurodollar Loans of such Bank shall instead be applied to repay the
ABR Loans made by such Bank in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

(b) For purposes of this Section 2.15, a notice to the
Borrowers (with a copy to the Agents) by any Bank pursuant to Section 2.15(a)
shall be effective as to each Eurodollar Loan, if lawful, on the last day of
the Interest Period currently applicable to such Eurodollar Loan; in all other
cases such notice shall be effective on the date of receipt by the Company.

(c) In the event any Bank shall give a notice to the
Borrowers pursuant to this Section 2.15, the Company may give notice to such
Bank (with copies to the Agents) that it wishes to seek one or more Eligible
Assignees (which may be one or more of the Banks) to assume the Commitment of
such Bank and to purchase its outstanding Loans and Notes. Each Bank giving a
notice to the Company pursuant to this Section 2.15 agrees to sell its
Commitment, Loans, Notes and interest in this Agreement pursuant to Section
9.11(c) to any such Eligible Assignee for an amount equal to the sum of the
outstanding unpaid principal of and accrued interest on such Loans and Notes
plus all other fees and amounts (including any compensation claimed by such
Bank under Section 2.14) due such Bank hereunder calculated, in each case, to
the date such Commitment, Loans, Notes, interest and fees are purchased,
whereupon such Bank shall have no further Commitment or other obligation to the
Borrowers hereunder or under any Note.

SECTION 2.16. Indemnity. The Borrowers, jointly and
severally, shall indemnify each Bank against any loss or reasonable expense
which such Bank may sustain or incur as a consequence of (a) any failure by a
Borrower to fulfill on the date of any borrowing hereunder the applicable
conditions set forth in Article III, (b) any failure by a Borrower to borrow or
to refinance, convert (other than conversion into an ABR Loan) or continue any
Loan hereunder after a Committed Borrowing Request pursuant to Article II has
been given or after Competitive Bids have been accepted or after a notice of
conversion or continuation has been given pursuant to Section 2.05, (c) any
payment, prepayment or conversion of a Eurodollar Loan, CD Loan or Fixed Rate
Loan required or permitted by any provision of this Agreement or otherwise made
on a date other than the last day of the applicable Interest Period, (d) any
default in the payment or prepayment of the principal amount of any Loan or any
part thereof or interest accrued thereon, as and when due and payable (at the
due date thereof, by notice of prepayment or otherwise), or (e) the occurrence
of any Event of Default, including, in the case of any of the events set forth
in clauses (a) through (e) of this Section 2.16, any loss or reasonable expense
sustained or incurred or to be sustained or incurred in liquidating or
employing deposits from third parties acquired to effect or maintain such Loan
or any part thereof as a Eurodollar Loan, CD Loan or Fixed Rate Loan. Such
loss or reasonable expense shall include an amount equal to the excess, if any,
as reasonably determined by each Bank of (y) its cost of obtaining the funds
for the Loan being paid, prepaid or converted or not borrowed, refinanced,
converted or continued (based on the LIBO Rate or the Adjusted CD Rate or, in
the case of a Fixed Rate Loan, the fixed rate of interest applicable thereto)
for the period from the date of such payment, prepayment or conversion or
failure to borrow,

II-17
44
refinance, convert or continue to the last day of the Interest Period for such
Loan (or, in the case of a failure to borrow, refinance, convert or continue
the Interest Period for the Loan which would have commenced on the date of such
failure to borrow, refinance, convert or continue) over (z) the amount of
interest (as reasonably determined by such Bank) that would be realized by such
Bank in reemploying the funds so paid, prepaid or converted or not borrowed,
refinanced, converted or continued for such period or Interest Period, as the
case may be. A certificate of each Bank setting forth any amount or amounts
which such Bank is entitled to receive pursuant to this Section 2.16 together
with either a calculation of such amount or amounts or a statement of the basis
on which such amounts or amounts have been determined shall be delivered to the
Borrowers (with a copy to the Administrative Agent) and shall be conclusive, if
made in good faith, absent manifest error. The Borrowers shall pay to the
Administrative Agent for the account of each Bank the amount shown as due on
any certificate within 30 days after its receipt of the same. Without
prejudice to the survival of any other obligations of the Company hereunder,
the obligations of the Borrowers under this Section 2.16 shall survive the
termination of this Agreement and/or the payment or assignment of any of the
Notes. Without limitation of this Section 2.16, the provisions of this Section
2.16 shall be enforceable against the Borrowers with respect to the conditions
described in clauses (a) and (b) of this Section 2.16, with respect to any
Committed Borrowing Request or Competitive Bid Request given by a Borrower
hereunder on or after the Execution Date regardless of whether the Effective
Date occurs. Notwithstanding the foregoing, in no event shall any Bank be
permitted to receive any compensation hereunder constituting interest in excess
of the Highest Lawful Rate.

SECTION 2.17. Pro Rata Treatment. Except as provided in
Section 2.13(d) or as required under Section 2.14, Section 2.15 or Section 2.16
each Committed Borrowing, each payment or prepayment of principal of any
Committed Borrowing, each payment of interest on the Committed Loans, each
payment of the Facility Fees with respect to each Bank's Commitment, each
reduction of the Commitments and each refinancing of any Borrowing with a
Committed Borrowing of any Type shall be allocated pro rata among the Banks in
accordance with their respective Commitments (or, if such Commitments shall
have expired or been terminated, in accordance with the respective principal
amounts of their outstanding Committed Loans) after giving effect to any
payment or prepayment of Committed Loans. Each payment of principal of any
Competitive Borrowing shall be allocated pro rata among the Banks participating
in such Borrowing in accordance with the respective principal amounts of their
outstanding Competitive Loans comprising such Borrowing. Each payment of
interest on any Competitive Borrowing shall be allocated pro rata among the
Banks participating in such Borrowing in accordance with the respective amounts
of accrued and unpaid interest on their outstanding Competitive Loans
comprising such Borrowing. For purposes of determining the available
Commitments of the Banks at any time, each outstanding Competitive Borrowing
shall be deemed to have utilized the Commitments of the Banks (including those
Banks which shall not have made Loans as part of such Competitive Borrowing)
pro rata in accordance with such respective Commitments. Each Bank agrees that
in computing such Bank's portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Bank's percentage of
such Borrowing to the next higher or lower whole dollar amount.

II-18
45
SECTION 2.18. Sharing of Setoffs. (a) Each Bank agrees
that if it shall, through the exercise of a right of banker's lien, setoff or
counterclaim against the Borrowers (pursuant to Section 9.06 or otherwise),
including, but not limited to, a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Bank under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by similar means, obtain
payment (voluntary or involuntary) (other than pursuant to Section 2.14,
Section 2.15 or Section 2.16) of any Committed Loan or Loans as a result of
which the unpaid principal portion of the Committed Loans of such Bank shall be
proportionately less than the unpaid principal portion of the Committed Loans
of any other Bank, it shall be deemed simultaneously to have purchased from
such other Bank at face value, and shall promptly pay to such other Bank the
purchase price for, a participation in the Committed Loans of such other Bank,
so that the aggregate unpaid principal amount of the Committed Loans and
participations in the Committed Loans held by each Bank shall be in the same
proportion to the aggregate unpaid principal amount of all Committed Loans then
outstanding as the principal amount of its Committed Loans prior to such
exercise of banker's lien, setoff or counterclaim or other event was to the
principal amount of all Committed Loans outstanding prior to such exercise of
banker's lien, setoff or counterclaim or other event; provided, however, that,
if any such purchase or purchases or adjustments shall be made pursuant to this
Section 2.18 and the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to the extent of
such recovery and the purchase price or prices or adjustment restored without
interest. Each Borrower expressly consents to the foregoing arrangements and
agrees that any Bank holding a participation in a Committed Loan deemed to have
been so purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by such Borrower to such
Bank by reason thereof as fully as if such Bank had made a Committed Loan
directly to such Borrower in the amount of such participation.

(b) In the event that a Bank shall receive a payment of
the type described in paragraph (a) of this Section 2.18, with respect to a
Competitive Loan at a time when no Committed Loans are outstanding, as a result
of which the unpaid principal portion of the Competitive Loans of such Bank
shall be proportionately less than the unpaid principal portion of the
Competitive Loans of any other Bank on the date of such payment, it shall be
deemed to have simultaneously purchased from such other Bank at face value, and
shall promptly pay to such other Bank the purchase price for, a participation
in the Competitive Loans of such Bank, so that the aggregate unpaid principal
amount of the Competitive Loans and participations in Competitive Loans held by
each Bank shall be in the same proportion to the aggregate unpaid principal
amount of all Competitive Loans then outstanding as the principal amount of its
Competitive Loans prior to such exercise of banker's lien, setoff or
counterclaim was to the principal amount of all Competitive Loans outstanding
prior to such exercise of banker's lien, setoff or counterclaim; provided,
however, that if any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. Each Borrower expressly consents to the
foregoing arrangements and agrees that any Bank holding a participation in a
Competitive Loan deemed to have been so purchased may exercise any and all
rights of banker's lien, setoff or counterclaim with

II-19
46
respect to any and all moneys owing by such Borrower to such Bank as fully as
if such Bank had made a Competitive Loan directly to such Borrower in the
amount of such participation.

SECTION 2.19. Payments. (a) Each Borrower shall make each
payment hereunder and under any Note delivered hereunder not later than 11:00
a.m., Houston, Texas time, on the day when due in lawful money of the United
States (in freely transferable dollars) to the Administrative Agent at its
address referred to in Section 9.02 for the account of the Banks, in Dollars
and in federal or other immediately available funds. The Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest on Committed Loans (other than pursuant to
Section 2.02(a), Section 2.13(d), Section 2.14, Section 2.15 and Section 2.16)
or Facility Fees ratably to the Banks and like funds relating to the payment of
any other amount (including payments of principal or interest on Competitive
Loans which are not made ratably to the Banks) payable to such Bank for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. If the Administrative Agent fails
to send to any Bank its portion of any payment timely received by the
Administrative Agent hereunder by the close of business on the day such payment
was received, the Administrative Agent shall pay to such Bank interest on its
portion of such payment from the day such payment was timely received by the
Administrative Agent until the date such Bank's portion of such payment is sent
to such Bank, at the Federal Funds Effective Rate.

(b) Whenever any payment hereunder or under the Notes
(including principal of or interest on any Borrowing or any fees or other
amounts), 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, fee or other amount, as the case may be; provided, however, if such
extension would cause payment of interest on or principal of a Eurodollar Loan
to be made in the next following calendar month, such payment shall be made on
the next preceding Business Day.

(c) Unless the Administrative Agent shall have received
notice from a Borrower prior to the date on which any payment is due to the
Banks hereunder that such Borrower will not make such payment in full, the
Administrative Agent may assume that such 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 Bank on such
due date an amount equal to the amount then due such Bank. If and to the
extent such Borrower shall not have so made such payment in full to the
Administrative Agent, each Bank shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Bank together with interest
thereon, for each day from the date such amount is distributed to such Bank
until the date such Bank repays such amount to the Administrative Agent, at the
Federal Funds Effective Rate.

SECTION 2.20. Taxes. (a) Any and all payments by the
Borrowers hereunder shall be made, in accordance with Section 2.19, 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 taxes imposed on any Agent's or any Bank's income and
franchise taxes imposed on any Agent or any Bank by the United States or any
jurisdiction under the laws of

II-20
47
which it is organized or any political subdivision thereof (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Agent or any Bank (i) the sum payable shall be increased by
the amount necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.20) such
Agent or such Bank (as the case may be) shall receive an amount equal to the
sum it would have received had no such deductions been made, (ii) such
Borrowers shall make such deductions and (iii) such Borrowers shall pay the
full amount deducted to the relevant taxing authority or other governmental
authority in accordance with applicable law.

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

(c) The Borrowers, jointly and severally, will indemnify
each Bank and the Agents for the full amount of Taxes and Other Taxes
(including any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.20) paid by such Bank or such Agent, as the case
may be, and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted. Such indemnification shall be made within
10 days after the date any Bank or such Agent, as the case may be, makes
written demand therefor. If a Bank or any Agent shall become aware that it is
entitled to receive a refund in respect of Taxes or Other Taxes, it shall
promptly notify the applicable Borrower of the availability of such refund and
shall, within 10 days thereafter, apply for such refund at such Borrower's
expense. If any Bank or any Agent receives a refund in respect of any Taxes or
Other Taxes for which such Bank or such Agent has received payment from a
Borrower hereunder it shall promptly notify such Borrower of such refund and
shall repay such refund to such Borrower without interest, provided that such
Borrower, upon the request of such Bank or Agent, agrees to return such refund
(plus penalties, interest or other charges) to such Bank or such Agent in the
event such Bank or such Agent is required to repay such refund.

(d) Within 30 days after the date of any payment of Taxes
or Other Taxes withheld by a Borrower in respect of any payment to any Bank (or
transferee) or any Agent, such Borrower will furnish to the Administrative
Agent, at its address referred to in Section 9.02, the original or a certified
copy of a receipt evidencing payment thereof or, if such original or copy of a
receipt is not available from the relevant taxing authority, other
documentation of payment reasonably satisfactory to such Bank (or transferee)
or the Administrative Agent.

(e) Without prejudice to the survival of any other
agreement contained herein, the agreements and obligations contained in this
Section 2.20 shall survive the payment in full of principal and interest
hereunder.

(f) With respect to each Bank which is organized under
the laws of a jurisdiction outside the United States, on the date of the
initial Borrowing hereunder, and from time to time

II-21
48
thereafter if requested by any Borrower or the Administrative Agent, each such
Bank shall provide the Administrative Agent and such Borrower with the forms
prescribed by the Internal Revenue Service of the United States certifying as
to such Bank's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Bank
hereunder and under the Notes or other documents satisfactory to the Borrowers
and the Administrative Agent indicating that all payments to be made to such
Bank hereunder are subject to such tax at a rate reduced by an applicable tax
treaty. Unless the Borrowers and the Administrative Agent have received such
forms and such other documents reasonably requested by the Administrative Agent
or a Borrower indicating that payments hereunder are not subject to United
States withholding tax or are subject to such tax at a rate reduced by an
applicable tax treaty, the Borrowers or the Administrative Agent shall withhold
taxes from such payments at the applicable statutory rate in the case of
payments to or for any Bank organized under the laws of a jurisdiction outside
the United States.

(g) Any Bank claiming any additional amounts payable
pursuant to this Section 2.20 shall use reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate or document
requested by a Borrower or to change the jurisdiction of its applicable lending
office if the making of such a filing or change would avoid the need for or
reduce the amount of any such additional amounts which may thereafter accrue
and would not, in the sole determination of such Bank, be otherwise
disadvantageous to such Bank.

SECTION 2.21 Borrowing Subsidiary. The Company may
designate any Wholly-owned Subsidiary as a Borrowing Subsidiary. Upon the
acceptance by the Administrative Agent of a Borrowing Subsidiary Counterpart of
this Agreement in the form of Exhibit 2.21 (a "Borrowing Subsidiary
Counterpart") executed by a Wholly-owned Subsidiary and the Company, such
Wholly-owned Subsidiary shall be a Borrowing Subsidiary and a party to this
Agreement.

II-22
49
ARTICLE III

CONDITIONS OF LENDING

SECTION 3.01. Conditions Precedent to the Initial
Borrowing. The obligation of each Bank to make its initial Loan is subject to
the condition precedent that the Administrative Agent shall have received on or
before the initial Borrowing Date the following, each dated (unless otherwise
indicated) such day and, with respect to all such documents referred to in
Section 3.01(a), Section 3.01(e), Section 3.01(f), Section 3.01(g), and Section
3.01(h) in sufficient copies for each Bank and each Agent that is not a Bank:

(a) A counterpart of this Agreement dated the Execution
Date (to which all of the Exhibits and Schedules have been attached)
executed by each of the parties hereto.

(b) The Notes of the Company, dated of even date
herewith, properly executed by the Company to the order of the Banks,
respectively.

(d) The Auction Administration Agent's Letter dated the
Execution Date executed by the Company and the Auction Administration
Agent.

(e) A certificate of the Secretary or an Assistant
Secretary of the Company certifying, inter alia, (i) true and correct
copies of resolutions adopted by the Board of Directors of the Company
authorizing the Company to borrow and effect other transactions
hereunder including the Guaranty, and (ii) the incumbency and specimen
signatures of the Persons executing any documents on behalf of the
Company.

(f) A certificate of a Financial Officer of the Company
certifying the absence of the occurrence and continuance of any
Default or Event of Default with respect the Company.

(g) The written opinion of the Associate General Counsel
of the Company, addressed to the Agents and the Banks, substantially
in the form set out in Exhibit 3.01-A.

(h) The written opinion of Xxxxxxx & Xxxxx L.L.P.,
counsel for the Documentation Agent, addressed to the Agents and the
Banks, substantially in the form set out in Exhibit 3.01-B.

(i) An Administrative Questionnaire completed by each
Bank.

III-1
50
In addition, on the Effective Date the Administrative Agent and the Auction
Administration Agent shall have received all fees to which they are entitled to
receive on such date pursuant to the Administrative Agent's Letter and the
Auction Administration Agent's Letter.

SECTION 3.02. Conditions Precedent to the Initial Loan to
each Borrowing Subsidiary. The obligation of each Bank to make its initial
Loan to any Borrowing Subsidiary is subject to the further conditions precedent
that the Administrative Agent shall have received on or before the Borrowing
Date for such Loan the following, each dated such day, and with respect to all
such documents referred to in Section 3.02(a), Section 3.02(c), Section
3.02(d), Section 3.02(e), Section 3.02(f) and Section 3.02(h) in sufficient
copies for each Bank and each Agent that is not a Bank.

(a) A Borrowing Subsidiary Counterpart executed by such
Borrowing Subsidiary and acknowledged by each of the Company and the other
Borrowers, if any.

(b) Notes of such Borrowing Subsidiary dated the date of
such Borrowing, properly executed to the order of the Banks, respectively.

(c) Copies of the Articles or Certificate of
Incorporation (or other similar evidence of organization) of such Borrowing
Subsidiary, together with all amendments, and a current certificate of good
standing, both certified by the appropriate governmental officer, in its
jurisdiction of organization.

(d) A certificate of the Secretary or Assistant Secretary
of such Borrowing Subsidiary certifying, inter alia (i) true and correct copies
of the bylaws (or other similar document of such Borrowing Subsidiary) together
with all amendments, (ii) true and correct copies of resolutions adopted by the
Board of Directors of such Borrowing Subsidiary to borrow and effect other
transactions hereunder and (iii) the incumbency and specimen signatures of the
Persons executing any documents on behalf of such Borrowing Subsidiary.

(e) A Certificate of a Financial Officer of such
Borrowing Subsidiary certifying the absence of the occurrence and continuance
of any Default or Event of Default with respect to such Borrowing Subsidiary.

(f) One or more written opinions of counsel to such
Borrowing Subsidiaries, each in form and substance satisfactory to the Agents
and the Banks.

(g) A letter from CT Corporation System, Inc., in form
and substance satisfactory to the Administrative Agent, evidencing the
obligation of CT Corporation System, Inc. to accept service of process in the
State of Texas on behalf of such Borrowing Subsidiary.

(h) Such other documents as any Agent or any Bank through
the Administrative Agent may have reasonably requested.

III-2
51
SECTION 3.03. Conditions Precedent to Each Committed Borrowing.
The obligation of each Bank to make a Committed Loan on the occasion of any
Committed Borrowing (including the initial Committed Borrowing) shall be
subject to the further conditions precedent that on the Borrowing Date of such
Committed Borrowing the following statements shall be true (and each of the
giving of the applicable Committed Borrowing Request and the acceptance by a
Borrower of the proceeds of such Committed Borrowing shall constitute a
representation and warranty by the Company and such Borrower, if not the
Company, that on the date of such Committed Borrowing such statements are
true):

(a) The representations and warranties contained in
Article IV are correct on and as of the date of such Committed Borrowing,
before and after giving effect to such Committed Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date;
provided, however, that for purposes of this clause (a), on and after the date
on which the Company delivers its audited consolidated financial statements to
the Administrative Agent and the Banks pursuant to Section 5.07(a), (A) the
reference in the first sentence of Section 4.07 to the Company's financial
statements contained in the Company's Annual Report on Form 10-K shall be a
reference to the audited consolidated financial statements of the Company most
recently delivered to the Administrative Agent and the Banks by the Company
pursuant to Section 5.07(a) prior to the date of such Committed Borrowing and
(B) the reference in the last sentence of Section 4.07 to September 30, 1994,
shall be a reference to the date of the audited consolidated financial
statements most recently delivered to the Administrative Agent and the Banks
pursuant to Section 5.07(a);

(b) No event has occurred and is continuing, or would
result from such Committed Borrowing or from the application of the proceeds
therefrom, which constitutes either a Default or an Event of Default; and

(c) Following the making of such Committed Borrowing and
all other Borrowings to be made on the same day under this Agreement, the
aggregate principal amount of all Loans then outstanding shall not exceed the
Total Commitment.

SECTION 3.04. Conditions Precedent to Each Competitive
Borrowing. The obligation of each Bank which is to make a Competitive Loan on
the occasion of a Competitive Borrowing (including the initial Competitive
Borrowing) to make such Competitive Loan as part of such Competitive Borrowing
is subject to the further conditions precedent that:

(a) The Auction Administration Agent and the
Administrative Agent shall have received a Competitive Bid Request with respect
thereto; and

(b) On the Borrowing Date of such Competitive Borrowing,
the following statements shall be true (and each of the giving of the
applicable Competitive Bid Request and the acceptance by the Borrowers of the
proceeds of such Competitive Borrowing shall constitute a representation and
warranty by the Company and such Borrower, if not the Company, that on the date
of such Competitive Borrowing such statements are true):

III-3
52
(i) The representations and warranties contained in
Article IV are correct on and as of the date of such Competitive
Borrowing, before and after giving effect to such Competitive
Borrowing and to the application of the proceeds therefrom, as though
made on and as of such date; provided, however, that for purposes of
this clause (i), on and after the date on which the Company delivers
its audited consolidated financial statements to the Administrative
Agent and the Banks pursuant to Section 5.07(a), (A) the reference in
the first sentence of Section 4.07 to the Company's financial
statements contained in the Company's Annual Report on Form 10-K shall
be a reference to the consolidated financial statements of the Company
most recently delivered to the Administrative Agent and the Banks by
the Company pursuant to Section 5.07(a) prior to the date of such
Competitive Borrowing and (B) the reference in the last sentence of
Section 4.07 to September 30, 1994, shall be a reference to the date
of the audited consolidated financial statements most recently
delivered to the Administrative Agent and the Banks pursuant to
Section 5.07(a);

(ii) No event has occurred and is continuing, or would
result from such Competitive Borrowing or from the application of the
proceeds therefrom, which constitutes either a Default or an Event of
Default; and

(iii) Following the making of such Competitive Borrowing
and all other Borrowings to be made on the same day under this
Agreement, the aggregate principal amount of all Loans then
outstanding shall not exceed the Total Commitment.

SECTION 3.05. Conditions Precedent to Conversions and
Continuations. The obligation of the Banks to convert any existing Committed
Borrowing into a Eurodollar Committed Borrowing or a CD Borrowing or to
continue any existing Committed Borrowing as a Eurodollar Committed Borrowing
or a CD Borrowing is subject to the condition precedent that on the date of
such conversion or continuation no Default or Event of Default shall have
occurred and be continuing or would result from the making of such conversion
or continuation. The acceptance of the benefits of each such conversion and
continuation shall constitute a representation and warranty by the Borrowers to
each of the Banks that no Default or Event of Default shall have occurred and
be continuing or would result from the making of such conversion or
continuation.

III-4
53
ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Agents and the
Banks, and, to the extent the following relates to any Borrowing Subsidiary,
such Borrowing Subsidiary severally represents and warrants to the Agents and
the Banks, in each case, as follows:

SECTION 4.01. Organization. Each Borrower and each
Principal Subsidiary (a) is a corporation duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
(b) has the corporate power to own its property and to carry on its business as
now being conducted and (c) is duly qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it
therein or in which the nature of the business conducted by it makes such
qualification necessary except where the failure of such Borrower or such
Principal Subsidiary to be so qualified or in good standing, individually or
collectively, would not have a Material Adverse Effect.

SECTION 4.02. Principal Subsidiaries. Set forth on
Schedule I is a complete and accurate list of all Principal Subsidiaries
existing on September 30, 1994, showing the jurisdiction of its incorporation,
and the percentage of its outstanding capital stock owned by the Company on the
date hereof. All stock of each Principal Subsidiary has been validly issued,
is fully paid and nonassessable and (except for directors' qualifying shares)
is owned, directly or indirectly, by the Company free and clear of all Liens
not permitted under Section 5.02 hereof.

SECTION 4.03. Powers. Each Borrower has the corporate
power to execute, deliver and perform its obligations under this Agreement and
its Notes and, in the case of the Company, under the Guaranty, all of which
have been duly authorized by all proper and necessary corporate action.

SECTION 4.04. Authorization and Consents. All actions,
conditions and things required by applicable statutes (whether foreign,
federal, state or local) or any order, rule or regulation of any court or
governmental agency or body to be taken, fulfilled and done (including the
obtaining of any necessary consents or approvals) in order (a) to enable each
Borrower lawfully to execute deliver and perform its obligations under the
Agreement and its Notes, and in the case of the Company, the Guaranty, and (b)
to ensure that those obligations are legally binding and enforceable against
such Borrower in accordance with their respective terms and (c) to make this
Agreement and the Notes admissible in evidence in the state and federal courts
in the State of Texas, have been taken, fulfilled and done.

SECTION 4.05. Non-Violation of Laws, Etc. The execution,
delivery and performance by each Borrower of its obligations under this
Agreement and its Notes do not and will not violate (a) any statute or any
order, rule or regulation of any court or governmental agency or body to which
it is subject, (b) its charter or bylaws, or (c) any agreement to which it or
any of its

IV-1
54
Subsidiaries is a party or by which it or its assets may be bound or affected,
other than violations of any such agreements which individually or collectively
would not have a Material Adverse Effect, and do not and will not, except as
provided in Section 5.02, result in or require the creation of any Lien of any
nature upon or with respect to any assets now owned or hereafter acquired by
such Borrower or any such Subsidiary.

SECTION 4.06. Obligations Binding. This Agreement and the
Notes constitute valid and binding obligations of each Borrower party thereto,
enforceable against such Borrower in accordance with their respective terms,
except as the enforceability of this Agreement and the Notes may be limited by
general principles of equity and bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of creditors' rights
generally.

SECTION 4.07. Financial Statements. The consolidated
balance sheets of the Company as of September 30, 1993 and September 30, 1994,
and the related consolidated statements of operations, common stockholders'
equity and cash flows, for each of the three years in the period ended
September 30, 1994, including in each case the footnotes thereto, examined by
Xxxxxx Xxxxxxxx & Co. and contained in the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994, which have been delivered to the
Administrative Agent and the Banks, fairly present, in conformity with
generally accepted accounting principles, the consolidated financial position
of the Company and its Subsidiaries as of such dates and their results of
operations and their cash flows for the periods ended on such dates. There has
been no material adverse change in such results of operations or financial
position since September 30, 1994.

SECTION 4.08. Litigation. No proceedings against or
affecting any Borrower or any of its Subsidiaries are pending, or to the
knowledge of the Company or any such Borrower, threatened before any court or
governmental agency or department:

(a) which purport to or do restrain the execution,
delivery or performance by the Borrowers under this Agreement or the
Notes or the enforcement of this Agreement or the Notes; or

(b) which involve a material risk of having (either
individually or collectively) a Material Adverse Effect.

SECTION 4.09. No Default. Neither any Default nor any
Event of Default has occurred and is continuing or will occur as a result of
making any Loan. Neither the Company nor any of its Subsidiaries is in breach
or default under any agreement relating to Indebtedness to any extent or in a
manner which is likely to have a Material Adverse Effect.

SECTION 4.10. Investment Company Act. Neither the Company
nor any of its Subsidiaries is, or is directly or indirectly controlled by or
acting on behalf of any Person which is, an "investment company," as such term
is defined in the Investment Company Act of 1940, as amended.

IV-2
55
SECTION 4.11. Public Utility Holding Company Act. Neither
the Company nor any of its Subsidiaries is a non-exempt "holding company," or
subject to regulation as such, or, to the knowledge of the Company's officers,
an "affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

SECTION 4.12. ERISA. Neither the Company nor any of its
Subsidiaries has incurred any accumulated funding deficiency within the meaning
of ERISA which would have a Material Adverse Effect and neither the Company nor
any such Subsidiary has incurred any liability in connection with any Plan
under Sections 501 or 502 of ERISA, Subtitle IV of ERISA, or Chapter 43 of the
Code which would have a Material Adverse Effect, and each Plan is and has been
in compliance in all material respects with all applicable law.

SECTION 4.13. Tax Returns and Payments. (a) The Company
and its Subsidiaries have filed all foreign, federal, state and other tax
returns (or obtained extensions with respect thereto) which, to the knowledge
of the Company's officers, are required to be filed and have paid all taxes
which are shown to be due pursuant to such returns. No material income tax
liability of the Company or any of its Subsidiaries has been asserted by the
Internal Revenue Service of the United States or any foreign, state or local
agency for income taxes in excess of those already paid which is not being
contested in good faith by appropriate proceedings and for which adequate
reserves have not been created on the books of the Company and its
Subsidiaries.

(b) The federal income tax liabilities, if any, of the
Company and its Subsidiaries have been finally determined by the Internal
Revenue Service and satisfied for all taxable years through the 1985 fiscal
year.

SECTION 4.14. Information. On the date hereof the
Information Package and the other information, exhibits and reports originating
from the Company and furnished in writing to the Administrative Agent in
connection with the negotiation of this Agreement (excluding, however, any
analyst or broker reports furnished to any Agent or any Bank by any Person for
their information) did not contain any misstatement of fact or omit to state a
fact, which misstatement or omission would make the statements contained
therein, taken as a whole, in the light of the circumstances in which they were
made, materially untrue or misleading.

SECTION 4.15 Margin Stock; Use of Proceeds. (a) Neither
the Company nor any of its Subsidiaries is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U). No part of the proceeds of any Borrowing will be
used, directly or indirectly, for the purpose of purchasing or carrying or
trading in any securities under such circumstances as to involve any Borrower
or any Bank in a violation of Regulation G, T, U or X.

(b) The Borrowers will use the proceeds of each Borrowing
for their general corporate purposes.

IV-3
56
SECTION 4.16. Franchises and Other Rights. The Company and
each of its Subsidiaries have all franchises, permits, licenses, and other
authority (collectively, the "Operating Rights") as are necessary to enable
them to carry on their respective businesses as now being conducted, failure to
have which would in the aggregate have a Material Adverse Effect. None of the
Company or any such Subsidiary is in default under any of the Operating Rights
which default could have a Material Adverse Effect.

IV-4
57
ARTICLE V

COVENANTS

So long as any Note shall remain unpaid or any Bank shall have
any Commitment hereunder, each Borrower covenants and agrees for itself and the
Company covenants and agrees with respect to each other Borrower as follows:

SECTION 5.01. Status. Each Borrower's payment obligations
under this Agreement rank and will at all times rank at least equally and
ratably in all respects with all its other unsecured and unsubordinated
indebtedness other than statutorily preferred indebtedness.

SECTION 5.02. Negative Pledge. (a) Except as otherwise
provided in paragraph (b) below, the Company shall not, and shall not permit
any Restricted Subsidiary to, incur any Indebtedness secured by a Lien upon any
Principal Property of the Company or any Restricted Subsidiary or upon any
shares of stock other than margin stock (within the meaning of Regulation U) or
any long-term receivable of the Company due from any Restricted Subsidiary
(whether such Principal Property, shares of stock or long-term receivables are
now owned or hereafter acquired) without in any such case effectively providing
concurrently with the incurrence of any such Indebtedness that all sums payable
at that time or thereafter under this Agreement (together with, if the Company
shall so determine, any other Indebtedness of the Company or such Restricted
Subsidiary then existing or thereafter created which is not subordinate to such
sums) shall be secured equally and ratably with (or at the option of the
Company, prior to) such Indebtedness, so long as such Indebtedness shall be so
secured; provided, however, that nothing in this Section 5.02 shall prevent,
restrict or apply to (and thereby shall be excluded from secured Indebtedness
in any computation under this Section 5.02) Indebtedness secured by:

(i) Liens for taxes, assessments, or similar charges,
incurred in the ordinary course of business that are not yet past due
or which are being contested by the Company in good faith and against
which adequate reserves as required by generally accepted accounting
principles have been established by the Company;

(ii) Pledges or deposits made in the ordinary course of
business to secure payment of worker's compensation, or to participate
in any fund in connection with worker's compensation, unemployment
insurance, old-age pensions or other social security programs;

(iii) Liens of mechanics, materialmen, warehousemen,
carriers, or other like liens, securing obligations incurred in the
ordinary course of business that are not yet past due or which are
being contested by the Company in good faith and against which
adequate reserves as required by generally accepted accounting
principles have been established by the Company;

(iv) Liens on property, shares of stock or indebtedness of
any corporation existing at the time such corporation becomes a
Restricted Subsidiary or arising thereafter (A)

V-1
58
otherwise than in connection with the borrowing of money arranged
thereafter and (B) pursuant to contractual commitments entered into
prior to and not in contemplation of such corporation becoming a
Restricted Subsidiary;

(v) Liens on any property (including shares of stock or
Indebtedness) existing at the time of acquisition thereof (including
acquisition through merger or consolidation) or securing the payment
of all or any part of the purchase price or construction cost thereof
or securing any Indebtedness incurred prior to, at the time of, or
within 180 days after the acquisition of such property, shares of
stock or Indebtedness or the completion of any such construction,
whichever is later, for the purpose of financing all or any part of
the purchase price or construction cost thereof;

(vi) Liens on any property to secure all or any part of
the cost of development, operation, construction, alteration, repair
or improvement of all or any part of such property, or to secure
Indebtedness incurred prior to, at the time of or within 180 days
after, the completion of such development, operation, construction,
alteration, repair or improvement, whichever is later, for the purpose
of financing all or any part of such cost;

(vii) Liens which secure Indebtedness owing by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary or by
the Company to a Restricted Subsidiary;

(viii) Liens on property of the Company or a Restricted
Subsidiary in favor of the United States of America or any state
thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any state thereof, or
in favor of any other country or any political subdivision thereof, to
secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any indebtedness incurred for the
purpose of financing all or any part of the purchase price or the cost
of construction of the property subject to such Liens, or in favor of
any trustee or mortgagee for the benefit of holders of indebtedness of
any such entity incurred for any such purpose;

(ix) Liens incurred in connection with tax exempt or
similar financing of pollution control, sewage or solid or hazardous
waste disposal facilities, or similarly qualified facilities;

(x) Liens existing as of March 31, 1995 and as set out in
Schedule II; and

(xi) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any
Lien referred to in the foregoing sub-paragraphs (i) to (x),
inclusive, or of any Indebtedness secured thereby; provided that such
extension, renewal or replacement Lien shall be limited to all or any
part of the same property that secured the Lien extended, renewed or
replaced (plus any improvements on such property) and shall secure no
larger amount of Indebtedness than that existing at the time of such
extension, renewal or replacement.

V-2
59
(b) Notwithstanding the foregoing provisions of this
Section 5.02, the Company and any one or more Restricted Subsidiaries may incur
Indebtedness secured by a Lien which would otherwise be subject to the
foregoing restrictions if at the time it does so (the "Incurrence Time") the
aggregate amount of such Indebtedness plus all other Indebtedness of the
Company and its Restricted Subsidiaries secured by a Lien which would otherwise
be subject to the foregoing restrictions (not including Indebtedness permitted
to be secured under sub-paragraphs (i) through (xi) above), plus the aggregate
Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback
Transactions (other than Sale and Leaseback Transactions permitted by
paragraphs (a) and (b) of Section 5.03 entered into after the date of this
Agreement and in existence at the Incurrence Time (less the aggregate amount of
proceeds of such Sale and Leaseback Transactions which shall have been applied
in accordance with paragraph (d) of Section 5.03), does not exceed 10% of
Consolidated Net Tangible Assets.

SECTION 5.03. Sale and Leaseback Transactions. The Company
shall not itself, and shall not permit any Restricted Subsidiary to, enter into
any arrangements after the date of this Agreement with any bank, insurance
company or other lender or investor (other than the Company or another
Restricted Subsidiary) providing for the leasing as lessee by the Company or
any such Restricted Subsidiary of any Principal Property (except a lease for a
temporary period not to exceed three years by the end of which it is intended
the use of such Principal Property by the lessee will be discontinued), which
was or is owned by the Company or a Restricted Subsidiary and which has been or
is to be sold or transferred by the Company or a Restricted Subsidiary, more
than 180 days after the completion of construction and commencement of full
operation thereof by the Company or such Restricted Subsidiary, to such lender
or investor or to any Person to whom funds have been or are to be advanced by
such lender or investor on the security of such Principal Property (herein
called a "Sale and Leaseback Transaction") unless:

(a) the Company or such Restricted Subsidiary would (at
the time of entering into such arrangement) be entitled pursuant to
sub-paragraphs (i) through (xi) of paragraph (a) of Section 5.02,
without equally and ratably securing all sums payable at that time or
thereafter under this Agreement, to incur Indebtedness secured by a
Lien on such Principal Property; or

(b) such Sale and Leaseback Transaction relates to a
landfill or other waste disposal site (excluding any plant or similar
facility located thereon) owned by the Company or such Restricted
Subsidiary or which the Company or such Restricted Subsidiary has the
right to use; or

(c) the Attributable Debt of the Company and its
Restricted Subsidiaries in respect of such Sale and Leaseback
Transaction and all other Sale and Leaseback Transactions entered into
after the date of this Agreement (other than such Sale and Leaseback
Transactions as are permitted by paragraphs (a) and (b) of this
Section 5.03(less the aggregate amount of proceeds of such Sale and
Leaseback Transactions which shall have been applied in accordance
with paragraph (d) of thisSection 5.03)), plus the aggregate principal
amount of Indebtedness secured by Liens on Principal Properties then
outstanding

V-3
60
(excluding any such Indebtedness secured by Liens covered in
sub-paragraphs (i) through (xi) of paragraph (a) of Section 5.02)
which do not equally and ratably secure such sums, would not exceed
10% of Consolidated Net Tangible Assets; or

(d) the Company, within 180 days after the sale or
transfer, applies or causes a Restricted Subsidiary to apply an amount
equal to the greater of the net proceeds of such sale or transfer or
fair market value of the Principal Property so sold and leased back at
the time of entering into such Sale and Leaseback Transaction (in
either case as determined by the board of directors of the Company) to
the repayment or prepayment of Loans or to the retirement of other
Indebtedness of the Company (other than Indebtedness subordinated to
the obligations of the Company under this Agreement) or Debt of a
Restricted Subsidiary, having a stated maturity more than twelve (12)
months from the date of such application or which is extendible at the
option of the obligor thereon to a date more than twelve (12) months
from the date of such application, provided that the amount to be so
applied shall be reduced by the principal amount of any such
Indebtedness of the Company or a Restricted Subsidiary voluntarily
retired by the Company or a Restricted Subsidiary within 180 days
after such sale or transfer. Notwithstanding the foregoing, no
retirement referred to in this sub-paragraph (d) may be affected by
payment at maturity.

Notwithstanding the foregoing, where the Company or any
Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction,
Attributable Debt shall not include any Indebtedness resulting from the
guarantee by the Company or any other Restricted Subsidiary of the lessee's
obligation thereunder if the lessee's obligation is included in Attributable
Debt.

SECTION 5.04. Disposals. The Company will not, and will
ensure that its Subsidiaries will not (whether by a single transaction or a
number of related transactions and whether at one time or over a period of
time) sell or otherwise dispose of all or substantially all of the assets of
the Company and its Subsidiaries, taken as a whole.

SECTION 5.05. Merger and Consolidation. No Borrower shall
merge into or consolidate with any Person and no Borrower shall permit any
Person to merge into or consolidate with such Borrower unless:

(a) in case a Borrower shall merge into or consolidate
with another corporation, the corporation formed by such consolidation
or into which such Borrower is merged or consolidated shall be a
corporation organized and existing under the laws of the jurisdiction
of such Borrower, or under the laws of the United States of America,
any state thereof or the District of Columbia and, if such Borrower is
not the survivor, shall expressly assume, by an agreement supplemental
hereto, executed and delivered to the Administrative Agent, in form
satisfactory to the Majority Banks the due and punctual payment of all
sums payable at that time or thereafter under this Agreement and the
performance of every covenant of such Borrower contained in this
Agreement to be performed or observed; and

V-4
61
(b) immediately after giving effect to such transaction
and treating any Indebtedness which becomes an obligation of such
Borrower or a Subsidiary as a result of such transaction as having
been incurred by such Borrower or such Subsidiary at the time of such
transaction, no Default or Event of Default shall have occurred and be
continuing;

provided, however, that the undertaking of the Banks to make Loans to the
Company shall not inure to the benefit of any successor or assign of the
Company, including any successor or assign by merger or consolidation, unless
the Company is the surviving entity.

SECTION 5.06. Financial Covenants. The Company shall not
permit Consolidated Net Worth (i) at any time during the fiscal year ending
September 30, 1995 to be less than $1,500,000,000 and (ii) at any time during
each fiscal year thereafter to be less than an amount equal to the sum of (A)
the amount of Consolidated Net Worth required under this Section 5.06 for the
immediately preceding fiscal year plus (B) 20% of Consolidated Net Income for
such immediately preceding fiscal year; provided, however, if Consolidated Net
Income in any such preceding fiscal year is less than zero, the amount to be
aggregated for such fiscal year shall be zero.

SECTION 5.07. Financial Statements and Other Information.
The Company shall maintain a system of accounting in accordance with generally
accepted accounting principles and practices and will furnish to the
Administrative Agent (with a sufficient number of copies for each Bank):

(a) as soon as available, and in any case within 120 days
after the end of each fiscal year of the Company, the consolidated
balance sheet of the Company as of the close of such fiscal year, and
the related consolidated statement of operations, common stockholders'
equity and cash flows (or such other related statements as the Company
shall prepare in accordance with generally accepted accounting
principles and practices) for the Company for such year, setting
forth, in comparative form, the corresponding figures from the
preceding fiscal year, examined by independent public accountants
selected by the Company;

(b) as soon as available, and in any case within 60 days
after the end of each of the first three fiscal quarters of each
fiscal year of the Company, the consolidated balance sheet of the
Company as of the end of such quarter, the related consolidated
statement of operations for the Company for such fiscal quarter and
for the fiscal year to date, and the consolidated statement of cash
flows (or such other related statements as the Company shall prepare
in accordance with generally accepted accounting principles and
practices) for the Company for the fiscal year to date;

(c) at the time of each delivery of a balance sheet
pursuant to the foregoing paragraphs (a) and (b), a certificate of an
authorized Financial Officer of the Company stating that no Default or
Event of Default shall have occurred and be continuing, and setting
forth computations in reasonable detail showing, as at the date of
such balance sheet, whether or not there was compliance with the
financial covenant contained in Section 5.06;

V-5
62

(d) promptly after their becoming available, (i) copies
of all financial statements, reports and proxy statements which the
Company shall have sent to its stockholders generally; and (ii) copies
of all registration statements (other than registration statements on
Form S-8 or any successor form) and regular and periodic reports
(other than reports on Form 11-K or any successor form), if any, which
the Company shall have filed with the Securities and Exchange
Commission or any governmental agency or agencies substituted
therefor, or any similar or corresponding governmental department,
commission, board, bureau or agency, federal, state or foreign, or
(except for routine listing applications) with any national securities
exchange, provided that these obligations do not extend to documents
filed and not available for public inspection;

(e) promptly after a Financial Officer becomes aware
thereof, each change in the rating given by either S&P, Xxxxx'x or
Duff and Xxxxxx to any of the Company's Senior Funded Debt;

(f) prior to announcing that any Borrower will use the
proceeds of any Borrowing to acquire or attempt to acquire any Person
in a Hostile Acquisition, a notice thereof together with the identity
of such Person; and

(g) such other information relating to the performance of
the provisions of this Agreement by any Borrower or to the business
and financial position of any Borrower or any of its Subsidiaries as
the Administrative Agent or any Bank (through the Administrative
Agent) may from time to time reasonably request, including information
concerning material legal proceedings and such legal opinions and/or
other documents relevant in the context of or relating to this
Agreement as the Administrative Agent may reasonably request.

SECTION 5.08. Payment of Taxes. Each Borrower will pay
and discharge, and cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income and profits, or upon any property belonging to it, prior to the date
on which penalties attach thereto, and all lawful claims which, if unpaid,
might become a Lien upon any material property of such Borrower or such
Subsidiary not permitted by Section 5.02(a)(i), provided that neither any
Borrower nor any such Subsidiary shall be required to pay any such tax,
assessment, charge, levy or claim the payment of which is being contested in
good faith and by proper proceedings and in respect of which such Borrower has
provided adequate reserves on its books.

SECTION 5.09. Insurance. To the extent such insurance
shall be available on commercially reasonable terms, each Borrower shall, and
shall cause its Subsidiaries to, keep adequately insured by financially sound
and reputable insurers, or by way of adequate self- insurance, all risks of
loss of a character usually insured by corporations of comparable size and
financial strength and with comparable risks.

V-6
63
SECTION 5.10. Maintenance of Existence. (a) Each Borrower
will preserve and maintain its corporate existence in good standing; provided,
however, that nothing herein shall prevent any merger or consolidation
permitted by Section 5.05;

(b) The Company will cause each of its Subsidiaries
(other than the Borrowing Subsidiaries) to preserve and maintain its corporate
existence in good standing, if the failure to do so could have a Material
Adverse Effect; and

(c) Each Borrower will and will cause each of its
Subsidiaries to qualify and remain qualified to do business as a foreign
corporation in each jurisdiction in which the character of the properties owned
or leased by it therein or in which transaction of its business is such that
failure to qualify has or could have a Material Adverse Effect.

SECTION 5.11. Compliance with Applicable Laws. Each
Borrower will comply, and cause each of its Subsidiaries to comply, with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority of the United States of America and such other state,
local and other national jurisdictions to which such Borrower or any such
Subsidiary may be subject, a breach of which has or could have a Material
Adverse Effect. Without prejudice to the generality of the foregoing sentence,
no Borrower will apply the proceeds of any Loan in such a way that would result
in the violation by such Borrower or any Bank of the provisions of Regulation
U, T, G or X.

SECTION 5.12. Notices of Default. Each Borrower will
furnish to the Administrative Agent, immediately upon becoming aware of the
existence of any Default or Event of Default, a written notice specifying the
nature and period of existence thereof and what action such Borrower is taking
or proposes to take with respect thereto.

SECTION 5.13. Inspection. Each Borrower shall permit an
authorized representative or representatives of any Agent or any of the Banks
to visit and inspect at all reasonable times, at the risk and expense of the
inspecting party, any of the properties of such Borrower or its Subsidiaries,
including its books, and to make extracts therefrom (subject to any
confidentiality agreements, copyright laws and similar requirements) and to
discuss the affairs, finances, and accounts of such Borrower or its
Subsidiaries with its officers and employees.

V-7
64
ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

(a) The Company or any Borrowing Subsidiary shall fail to
pay (i) any installment of principal of any Note on the date on which
such payment is due or (ii) any payment of interest on any such Note
or any other amount due hereunder within three Business Days after
notice of such non-payment has been given to the Company by the
Administrative Agent; or

(b) Any representation or warranty made by or on behalf
of any of the Borrowers herein or in any document, certificate or
financial statement delivered in connection with this Agreement shall
prove to have been incorrect in any material respect when made and the
same remains incorrect for a period of 30 days after the earlier of
written notice thereof shall have been given to the Company by the
Administrative Agent or any Bank or discovery thereof by the senior
financial officer or senior operating officer of such Borrower; or

(c) Any Borrower shall fail to perform or observe any
covenant contained in Section 5.04, 5.05, 5.06or 5.10(a) of this
Agreement; or

(d) Any Borrower shall fail to perform or observe any
other term, covenant or agreement contained in this Agreement and any
such failure shall remain unremedied for 30 calendar days after the
earlier of written notice of such failure shall have been given to the
Company by the Administrative Agent or any Bank or discovery of such
failure by the senior financial officer or senior operating officer of
such Borrower; or

(e) The Company or any of its Subsidiaries shall (i)
default in the payment of any Indebtedness (excluding Indebtedness
evidenced by the Notes) of the Company or such Subsidiary (as the case
may be), or any interest or premium thereon, when due whether by
acceleration or otherwise beyond any period of grace provided with
respect thereto or (ii) default in the performance or observance of
any other term or condition with respect to such other Indebtedness if
the effect of such default is to accelerate the maturity of such
Indebtedness or any such Indebtedness shall be declared due and
payable or is required to be prepaid (other than by a regularly
scheduled required prepayment or as a result of the giving of notice
or a voluntary prepayment) prior to the stated maturity thereof, if in
the case of any defaults described in clauses (i) and (ii) of this
Section 6.01(e), the aggregate principal amount of all such
Indebtedness for which all such defaults shall have occurred and be
continuing exceeds $50,000,000; provided, however, a default for
purposes of this Section 6.01(e) shall not be deemed to exist by
reason of the acceleration of the maturity of any such obligation to a
Bank or an affiliate (within the meaning of Regulation U) of a Bank
solely by reason of a default in the performance of a term or
condition in any agreement or

VI-1
65
instrument under or by which such obligation is created, evidenced or
secured, which term and condition restricts the right of the Company
or any other Person to sell, pledge or otherwise dispose of any margin
stock (within the meaning of Regulation U) held by the Company or such
other Person; or

(f) Any Borrower or any Principal Subsidiary shall admit
in writing its inability to pay, or generally shall not be paying, its
debts as such debts become due; or

(g) Any Borrower or any Principal Subsidiary shall (i)
apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself
or of all or a substantial part of its property, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Bankruptcy Code, (iv) file a petition seeking
to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or readjustment of debts,
(v) fail to controvert in a timely and appropriate manner, or
acquiesce in writing to, any petition filed against it in an
involuntary case under the Bankruptcy Code or (vi) take any corporate
action for the purpose of effecting any of the foregoing; or

(h) A proceeding or case shall be commenced, without the
application or consent of any Borrower or any Principal Subsidiary in
any court of competent jurisdiction, seeking (i) its liquidation,
reorganization, dissolution or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a trustee,
receiver, custodian, liquidator or the like of such Borrower or such
Principal Subsidiary or of all or any substantial part of its assets
or (iii) similar relief in respect of such Borrower or such Principal
Subsidiary under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustments of debts,
and such proceeding or case shall continue undismissed, for a period
of 90 days; or an order for relief against any Borrower or any
Principal Subsidiary shall be entered in an involuntary case under the
Bankruptcy Code; or

(i) A final judgment or judgments for the payment of
money shall be rendered by a court or courts against any Borrower or
any Principal Subsidiary in excess of $50,000,000 in the aggregate for
all such judgments and the same shall not be discharged (or provision
shall not be made for such discharge), or a stay of execution thereof
shall not be procured, within the appeal time provided by law and such
Borrower or such Principal Subsidiary, as the case may be, shall not,
within said period, or such longer period during which execution of
the same shall have been stayed, appeal therefrom and cause the
execution thereof to be stayed during such appeal; or

(j) (i) Any finding or determination shall be made by the
PBGC that any Borrower has satisfied the criteria for a distress
termination with respect to a Plan under Section 4041(c) of ERISA, or
(ii) (A) any fact or circumstance shall occur with respect to a Plan
which, in the opinion of the Majority Banks, provides grounds for the
commencement of any proceeding under Section 4042 of ERISA, (B) any
proceeding shall be commenced with respect to a Plan under Section
4042 of ERISA, or (C) any Plan termination or any full

VI-2
66
or partial withdrawal from a Plan or Plans shall occur, which event
described in subparagraph (A), (B), or (C), individually or in
combination with any other such event(s), could result in liability of
any Borrower or any Principal Subsidiary to the PBGC or to the Plan or
Plans in the aggregate amount of $20,000,000 or more, or (iii) the
actuarial present value of unfunded vested benefits under all Plans
shall exceed $50,000,000;

then, (x) if any Event of Default described in Section 6.01(g) or Section
6.01(h) shall occur and be continuing, all Notes then outstanding hereunder and
interest accrued thereon and all liabilities hereunder shall thereupon
automatically become and be immediately due and payable without presentment,
demand, protest, notice of intent to accelerate, or other notice of any kind to
any Borrower, all of which are hereby expressly waived, the Commitments (if
still in existence) shall thereupon terminate and the Banks shall be under no
further obligation to make Loans hereunder, and (y) if any other Event of
Default shall occur and be continuing, the Administrative Agent shall (1) if
requested by the Majority Banks, by notice to the Borrower, terminate the
Commitments (if still in existence) and they shall thereupon terminate, and (2)
if requested by the Majority Banks, by notice to the Borrower, declare all
Notes then outstanding hereunder and interest accrued thereon and all
liabilities of the Borrowers thereunder to be immediately due and payable, and
the same shall thereupon become and be forthwith due and payable without
presentment, demand, protest, notice of intent to accelerate, or other notice
of any kind to any Borrower or any other Person, all of which are hereby
expressly waived by the Borrowers.

VI-3
67
ARTICLE VII

THE AGENTS

SECTION 7.01. Authorization and Action. Except as
expressly provided in Section 7.06, each Bank hereby irrevocably appoints and
authorizes the Documentation Agent, the Administrative Agent and the Auction
Administration Agent to act on its behalf and to exercise such powers under
this Agreement as are specifically delegated to or required of such Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement or the
Notes (including enforcement or collection of the Notes), the Agents 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 Majority Banks,
and such instructions shall be binding upon all Banks and all holders of Notes;
provided, however, that no Agent shall be required to take any action which
exposes such Agent to personal liability or which is contrary to this Agreement
or applicable law.

SECTION 7.02. Agents' Reliance, Etc. No 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 this
Agreement (including the Guaranty) or the Notes (a) with the consent or at the
request of the Majority Banks or (b) in the absence of its or their own gross
negligence or willful misconduct (IT BEING THE EXPRESS INTENTION OF THE PARTIES
THAT THE AGENTS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 7.02
RESULTING FROM THEIR ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE). Without
limitation of the generality of the foregoing, each Agent: (i) may treat the
payee of each Note as the holder thereof until such Agent receives written
notice of the assignment or transfer thereof signed by such payee and in form
satisfactory to such Agent; (ii) may consult with legal counsel (including
counsel for the Borrowers), 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; (iii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements, warranties or
representations made in or in connection with this Agreement or any Note by any
other Person; (iv) except as otherwise expressly provided herein, 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 this Agreement or any Note or to
inspect the property (including the books and records) of any Borrower; (v)
except for its own due execution and delivery thereof (as applicable) shall not
be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement (including
the Guaranty) or any Note or any other instrument or document furnished
pursuant hereto or thereto; and (vi) shall incur no liability under or with
respect of this Agreement or any Note by acting upon any notice, consent,
certificate or other instrument or writing (which may be by telegram,
telecopier, cable or telex) reasonably believed by it to be genuine and signed
or sent by the proper party or parties.

VII-1
68
SECTION 7.03. Bank of America, Chemical, Credit Suisse,
Xxxxxx, NationsBank and TCB and Affiliates. To the extent it becomes a holder
of any Note hereunder, each of Bank of America, Chemical, Credit Suisse,
Xxxxxx, NationsBank and TCB shall have the same rights and powers under this
Agreement or any Note as any other Bank and may exercise the same as though it
were not an Agent. The term "Bank" or "Banks" shall, unless otherwise
expressly indicated, include each of Bank of America, Chemical, Credit Suisse,
Xxxxxx, NationsBank and TCB, in its individual capacity, but only to the extent
it becomes a holder of a Note hereunder. Bank of America, Chemical, Credit
Suisse, Xxxxxx, NationsBank and TCB and their Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage
in any kind of business with, any Borrower, any of the Subsidiaries and any
Person who may do business with or own securities of the Company or of its
Subsidiaries, all as if Bank of America, Chemical, Credit Suisse, Xxxxxx,
NationsBank and TCB were not an Agent or a Co-Agent, as the case may be, and
without any duty to account therefor to the Banks.

SECTION 7.04. Bank Credit Decision. Each Bank acknowledges
and agrees that it has, independently and without reliance upon any Agent or
any other Bank and based on the financial statements referred to in Section
4.07 and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each
Bank also acknowledges and agrees that it will, independently and without
reliance upon any Agent, any Co-Agent or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the Notes.

SECTION 7.05. Agents' Indemnity. No Agent shall be
required to take any action hereunder or to prosecute or defend any suit in
respect of this Agreement (including the Guaranty) or the Notes unless
indemnified to such Agent's satisfaction by the Banks against loss, cost,
liability and expense. If any indemnity furnished to such Agent shall become
impaired, such Agent may call for additional indemnity and cease to do the acts
indemnified against until such additional indemnity is given. In addition, the
Banks agree to indemnify each Agent (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts of the Notes
then held by each of them (or if no Notes are at the time outstanding, ratably
according to either (i) the respective amount of their Commitments, or if no
Commitments are outstanding, the respective amounts of the Commitments
immediately prior to the time the Commitments ceased to be outstanding), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against
such Agent in any way relating to or arising out of this Agreement, the
Guaranty or any action taken or omitted by such Agent under this Agreement, the
Guaranty or the Notes (including any action taken or omitted under Article II
of this Agreement); provided that no Bank shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent's gross
negligence or willful misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY
INTENDS UNDER THIS SECTION 7.05, TO INDEMNIFY EACH AGENT RATABLY AS AFORESAID
FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING
FROM SUCH AGENT'S SOLE OR CONTRIBUTORY NEGLIGENCE.

VII-2
69
Without limitation of the foregoing, each Bank agrees to reimburse each Agent
promptly upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by such Agent in connection with
the preparation, execution, administration, or enforcement of, or legal advice
in respect of rights or responsibilities under, this Agreement (including the
Guaranty) and the Notes to the extent that such Agent is not reimbursed for
such expenses by the Borrowers. The provisions of this Section 7.05 shall
survive the termination of this Agreement and/or the payment or assignment of
any of the Notes.

SECTION 7.06. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Banks, the Auction Administration Agent, the Documentation Agent and the
Borrowers and may be removed as Administrative Agent under this Agreement and
the Notes at any time with or without cause by the Majority Banks. Upon any
such resignation or removal, the Majority Banks (with the approval of the
Company, which approval shall not be unreasonably withheld) shall have the
right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Majority Banks, and
shall have accepted such appointment, within 30 calendar days after the
retiring Administrative Agent's giving of a notice of resignation or the
Majority Banks' removal of the retiring Administrative Agent, then the retiring
Administrative Agent (with the approval of the Company, which approval shall
not be unreasonably withheld) may, on behalf of the Banks, appoint a successor
Administrative Agent, which shall be a commercial bank organized or licensed
under the laws of the United States of America or of any state thereof and
having a combined capital and surplus of at least $100,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder and under the
Notes by a successor Administrative Agent, such successor Administrative Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the Notes. After any retiring Administrative Agent's
resignation or removal as Administrative Agent hereunder and under the Notes,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement and the Notes.

SECTION 7.07. Successor Auction Administration Agent. The
Auction Administration Agent may resign at any time by giving written notice
thereof to the Banks, the Administrative Agent, the Documentation Agent and the
Borrowers and may be removed as Auction Administration Agent under this
Agreement and the Notes at any time with or without cause by the Majority Banks
(with the approval of the Company, which consent shall not be unreasonably
withheld). Upon any such resignation or removal, the Majority Banks shall have
the right to appoint a successor Auction Administration Agent. If no successor
Auction Administration Agent shall have been so appointed by the Majority
Banks, and shall have accepted such appointment, within 30 calendar days after
the retiring Auction Administration Agent's giving of notice of resignation or
the Majority Banks' removal of the retiring Auction Administration Agent, then
the retiring Auction Administration Agent may, on behalf of the Banks, appoint
a successor Auction Administration Agent, which shall be a commercial bank
organized or licensed under the laws of the United States or of any State
thereof and having a combined capital and surplus of at least $100,000,000.
Upon the acceptance of any appointment as Auction Administration Agent
hereunder

VII-3
70
and under the Notes by a successor Auction Administration Agent, such successor
Auction Administration Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Auction
Administration Agent, and the retiring Auction Administration Agent shall be
discharged from its duties and obligations under this Agreement and the Notes.
After any retiring Auction Administration Agent's resignation or removal as
Auction Administration Agent hereunder and under the Notes, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Auction Administration Agent under this
Agreement and the Notes.

SECTION 7.08. Resignation of the Documentation Agent. The
Documentation Agent may resign at any time by giving written notice thereof to
the Banks, the Administrative Agent and the Company and may be removed as the
Documentation Agent under this Agreement and the Notes at any time with or
without cause by the Majority Banks. Upon any such resignation or removal, no
new replacement Documentation Agent shall be appointed. After the
Documentation Agent's resignation or removal as the Documentation Agent
hereunder and under the Notes, the provisions of this Article VII shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was the Documentation Agent under this Agreement and the Notes.

SECTION 7.09. Resignation of a Co-Agent. Any Co-Agent may
resign at any time by giving written notice thereof to the Banks, the
Administrative Agent and the Company and may be removed as a Co-Agent under
this Agreement and the Notes at any time with or without cause by the Majority
Banks. Upon any such resignation or removal, no new replacement Co-Agent shall
be appointed. After any Co-Agent's resignation or removal as a Co-Agent
hereunder and under the Notes, the provisions of this Article VII shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was a Co-Agent under this Agreement and the Notes.

SECTION 7.10. Notice of Default. No Agent shall be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless such Agent shall have received notice from a Bank or a
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." If any Agent
receives such a notice, such Agent shall give notice thereof to the Banks and
the other Agents; provided, however, if such notice is received from a Bank,
the Agent receiving such notice also shall give notice thereof to the Company
for itself and on behalf of the other Borrowers and the other Agent. The
Administrative Agent shall be entitled to take action or refrain from taking
action with respect to such Default or Event of Default as provided in Section
7.01 and Section 7.02.

SECTION 7.11. No Duty of Co-Agent. No Co-Agent shall have
any duties, responsibilities or liabilities with respect to the administration
or enforcement of this Agreement.

VII-4
71
ARTICLE VIII

GUARANTY

In consideration of the premises and in order to induce the
Banks to make Loans hereunder to the Borrowing Subsidiaries:

SECTION 8.01. Guaranty. The Company hereby unconditionally
and irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of each Borrowing
Subsidiary to pay the principal of and interest on the Notes of such Borrowing
Subsidiary (including interest accruing or becoming owing both prior to and
subsequent to the commencement of any proceeding against or with respect to
such Borrowing Subsidiary under any chapter of the Bankruptcy Code of 1978 (11
U.S.C. Section 101 et seq.), as from time to time amended, or any similar
statute in any other jurisdiction), and all other amounts from time to time
payable by such Borrowing Subsidiary under this Agreement and the Notes of such
Borrowing Subsidiary (such obligations with respect to the Borrowing
Subsidiaries being herein called the "Guaranteed Obligations"), and agrees to
pay any and all reasonable costs and expenses incurred by each Bank and the
Agents in enforcing any rights under this guaranty (including the reasonable
fees and expenses of outside counsel or the reasonable allocated costs of
in-house counsel). This guaranty is an absolute, irrevocable, unconditional,
present and continuing guaranty of payment and not of collectibility and is in
no way conditioned or contingent upon any attempt to collect from any Borrowing
Subsidiary, or any other action, occurrence or circumstance whatsoever.

SECTION 8.02. Guaranty Absolute. The Company guarantees
that the Guaranteed Obligations will be paid strictly in accordance with the
terms of this Agreement and the Notes of the Borrowing Subsidiaries. The
Company agrees that the Guaranteed Obligations and the Notes, this Agreement
and all other instruments and agreements applicable to the Company and the
Borrowing Subsidiaries (the Notes, this Agreement and all such other
instruments and agreements being hereinafter referred to in this Article VIII
as the "Documents") may be extended or renewed, and Loans repaid and reborrowed
in whole or in part, without notice to or assent by the Company, and that it
will remain bound upon this guaranty notwithstanding any extension, renewal or
other alteration of any Guaranteed Obligations or Documents, or any repayment
and reborrowing of Loans. To the maximum extent permitted by applicable law,
except as expressly provided in this Agreement, the obligations of the Company
under this guaranty shall be absolute, unconditional and irrevocable, and shall
be performed strictly in accordance with the terms hereof under any
circumstances whatsoever, including:

(a) any extension, renewal, modification, settlement,
compromise, waiver or release in respect of any Guaranteed
Obligations;

(b) any extension, renewal, amendment, modification,
rescission, waiver or release in respect of any of the Documents;

VIII-1
72
(c) any release, exchange, substitution, non-perfection
or invalidity of, or failure to exercise rights or remedies with
respect to, any direct or indirect security for any Guaranteed
Obligations, including the release of any Borrowing Subsidiary or
other Person liable on any Guaranteed Obligations;

(d) any change in the corporate existence, structure or
ownership of the Company, any Borrowing Subsidiary or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the
Company, any Borrowing Subsidiary or any of their respective assets;

(e) the existence of any claim, defense, set-off or other
rights or remedies which any Borrowing Subsidiary at any time may have
against the Company, or the Company or such Borrowing Subsidiary may
have at any time against any Agent, any Bank, any other Borrowing
Subsidiary or any other Person, whether in connection with this
Agreement, the Documents, the transactions contemplated thereby or any
other transaction other than by the payment in full by the Borrowing
Subsidiaries of the Guaranteed Obligations after the termination of
the Commitments of the Banks;

(f) any invalidity or unenforceability for any reason of
this Agreement or any other Document, or any provision of law
purporting to prohibit the payment or performance by the Company or
any Borrowing Subsidiary of the Guaranteed Obligations or Loan
Documents, or of any other obligation to any Agent or any Bank; or

(g) any other circumstances or happening whatsoever,
whether or not similar to any of the foregoing.

SECTION 8.03. Effect of Debtor Relief Laws. If after
receipt of any payment of, or proceeds of any security applied (or intended to
be applied) to the payment of all or any part of the Guaranteed Obligations,
any Agent or any Bank is for any reason compelled to surrender or voluntarily
surrenders, such payment or proceeds to any Person (a) because such payment or
application of proceeds is or may be avoided, invalidated, declared fraudulent,
set aside, determined to be void or voidable as a preference, fraudulent
conveyance, fraudulent transfer, impermissible set-off or a diversion of trust
funds or (b) for any other reason, including (i) any judgment, decree or order
of any court or administrative body having jurisdiction over any Agent, any
Bank or any of their respective properties or (ii) any settlement or compromise
of any such claim effected by any Agent or any Bank with any such claimant
(including any Borrowing Subsidiary), then the Guaranteed Obligations or part
thereof intended to be satisfied shall be reinstated and continue, and this
guaranty shall continue in full force as if such payment or proceeds had not
been received, notwithstanding any revocation thereof or the cancellation of
any Note or any other instrument evidencing any Guaranteed Obligations or
otherwise; and the Company shall be liable to pay the Agents and the Banks, and
hereby does indemnify the Agents and the Banks and hold them harmless for the
amount of such payment or proceeds so surrendered and all expenses (including
reasonable attorneys' fees, court costs and expenses attributable thereto)
incurred by any Agent or any Bank in the defense of any claim made against it
that any payment or proceeds received by any Agent or

VIII-2
73
any Bank in respect of all or part of the Guaranteed Obligations must be
surrendered. The provisions of this paragraph shall survive the termination of
this Agreement, and any satisfaction and discharge of the Borrowing
Subsidiaries by virtue of any payment, court order or any federal or state law.

SECTION 8.04. Subrogation. Notwithstanding any payment or
payments made by the Company hereunder, or any set-off or application by any
Agent or any Bank of any security or of any credits or claims, the Company will
not assert or exercise any rights of any Agent or any Bank or of the Company
against any Borrowing Subsidiary to recover the amount of any payment made by
the Company to the Agent or any Bank hereunder by way of any claim, remedy or
subrogation, reimbursement, exoneration, contribution, indemnity, participation
or otherwise arising by contract, by statute, under common law or otherwise,
and the Company shall not have any right of recourse to or any claim against
assets or property of any Borrowing Subsidiary, until all of the obligations of
the Company and the Borrowing Subsidiaries under the Documents are paid in
full. If any amount shall nevertheless be paid to the Company by a Borrowing
Subsidiary prior to payment in full of the obligations of the Company and such
Borrowing Subsidiary under the Documents, such amount shall be held in trust
for the benefit of the Agents and the Banks and shall forthwith be paid to the
Administrative Agent to be credited and applied to the Guaranteed Obligations,
whether matured or unmatured. The provisions of this paragraph shall survive
the termination of this Agreement, and any satisfaction and discharge of the
Borrowing Subsidiaries by virtue of any payment, court order or any federal or
state law.

SECTION 8.05. Subordination. If the Company becomes the
holder of any indebtedness payable by a Borrowing Subsidiary, the Company
hereby subordinates all indebtedness owing to it from such Borrowing Subsidiary
to all indebtedness of such Borrowing Subsidiary to the Agents and the Banks,
and agrees that during the continuance of any Default or Event of Default it
shall not accept any payment on the same until payment in full of the
obligations of such Borrowing Subsidiary under this Agreement and the other
Documents after the termination of the Commitments of the Banks, and shall in
no circumstance whatsoever attempt to set-off or reduce any obligations
hereunder because of such indebtedness. If any amount shall nevertheless be
paid to the Company by a Borrowing Subsidiary prior to payment in full of the
Guaranteed Obligations, such amount shall be held in trust for the benefit of
the Agents and the Banks and shall forthwith be paid to the Administrative
Agent to be credited and applied to the Guaranteed Obligations, whether matured
or unmatured.

SECTION 8.06. Waiver. The Company hereby waives
promptness, diligence, notice of acceptance and any other notice with respect
to any of the Guaranteed Obligations and this guaranty and waives presentment,
demand of payment, notice of intent to accelerate, notice of dishonor or
nonpayment and any requirement that any Agent or any Bank institute suit,
collection proceedings or take any other action to collect the Guaranteed
Obligations, including any requirement that any Agent or any Bank protect,
secure, perfect or insure any Lien against any property subject thereto or
exhaust any right or take any action against any Borrowing Subsidiary or any
other Person or any collateral (it being the intention of the Agents, the Banks
and the Company that this guaranty is to be a guaranty of payment and not of
collection). It shall not be

VIII-3
74
necessary for any Agent or any Bank, in order to enforce any payment by the
Company hereunder, to institute suit or exhaust its rights and remedies against
any Borrowing Subsidiary or any other Person, including others liable to pay
any Guaranteed Obligations, or to enforce its rights against any security ever
given to secure payment thereof. The Company hereby expressly waives to the
maximum extent permitted by applicable law each and every right to which it may
be entitled by virtue of the suretyship laws of the State of Texas, including
any and all rights it may have pursuant to Rule 31, Texas Rules of Civil
Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code and
Chapter 34 of the Texas Business and Commerce Code. The Company hereby waives
marshaling of assets and liabilities, notice by any Agent or any Bank of any
indebtedness or liability to which such Bank applies or may apply any amounts
received by such Bank, and of the creation, advancement, increase, existence,
extension, renewal, rearrangement or modification of the Guaranteed
Obligations. The Company expressly waives, to the extent permitted by
applicable law, the benefit of any and all laws providing for exemption of
property from execution or for valuation and appraisal upon foreclosure.

SECTION 8.07. Full Force and Effect. This Guaranty is a
continuing guaranty and shall remain in full force and effect until all of the
obligations of the Company and the Borrowing Subsidiaries under this Agreement
and the other Documents and all other amounts payable under this guaranty have
been paid in full (after the termination of the Commitments of the Banks). All
rights, remedies and powers provided in this guaranty may be exercised, and all
waivers contained in this guaranty may be enforced, only to the extent that the
exercise or enforcement thereof does not violate any provisions of applicable
law which may not be waived.

VIII-4
75
ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Amendments, Etc. No amendment or waiver of
any provision of this Agreement or any Note, nor consent to any departure by
any Borrower herefrom or therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Majority Banks in all cases, and
then, in any case, such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and
signed by all the Banks, do any of the following; (a) waive any of the
conditions specified in Section 3.01, 3.02, 3.03 or 3.04, (b) except as
expressly provided in Section 2.14(f) or Section 2.15(c), reduce or increase
the amount or alter the terms of the Commitments of any Bank or subject any
Bank to any additional obligations, (c) reduce the principal of, or rate or
amount of interest applicable to, any Loan other than as provided in this
Agreement, or any fees hereunder, (d) postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees hereunder, (e) change
this Section 9.01 or Section 4.15 or the last sentence of Section 9.11(a) or
any provisions of Article VIII, (f) release the Guaranty, or (g) change the
definitions of "Applicable Differential," "Applicable Fee Percentage,"
"Majority Banks" or "Majority Committed Banks" contained in Section 1.01 or
otherwise change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action hereunder; provided that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Banks required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement or any Note; and provided, further, that no amendment, waiver or
consent shall, unless in writing and signed by the Co-Agent so affected in
addition to the Banks required above to take such action, affect the rights or
duties of such Co- Agent under this Agreement or any Note; and provided,
finally, that no amendment, waiver or consent shall, unless in writing and
signed by the Auction Administration Agent in addition to the Banks required
above to take such action, affect the rights or duties of the Auction
Administration Agent under this Agreement or any Note.

SECTION 9.02. Notices, Etc. The Documentation Agent, the
Administrative Agent, the Auction Administration Agent, any Bank, or the holder
of any Note, giving consent or notice or making any request of any Borrower
provided for hereunder, shall notify each Bank, the Documentation Agent, the
Administrative Agent and the Auction Administrative Agent thereof. In the
event that the holder of any Note (including any Bank) shall transfer such
Note, it shall promptly so advise the Agents which shall be entitled to assume
conclusively that no transfer of any Note has been made by any holder
(including any Bank) unless and until such Agent receives written notice to the
contrary. Notices, consents, requests, approvals, demands and other
communications (collectively, "Communications") provided for herein shall be in
writing (including telecopy, telegraphic, telex or cable Communications) and
mailed, telecopied, telegraphed, telexed, cabled or delivered:

(a) If to any Borrower, to it:

IX-1
76
c/o Xxxxxxxx-Xxxxxx Industries, Inc.
000 Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxx 00000
Telex Number: 794-592 (Answerback BFI HOU)
Telecopy Number: (000) 000-0000
Attention: Treasurer

(b) If to the Administrative Agent, to it at:
000 Xxxx Xxxxxx, 8 TCB-N 96
Xxxxxxx, Xxxxx 00000
Telecopy Number: (000) 000-0000
Attention: Syndications Department

with a copy to:

Texas Commerce Bank National Association
Manager, Houston Corporate Division
Mail Station 03 TCB-N 59
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy Number: (000) 000-0000

(c) If to the Documentation Agent, to it at:
Credit Suisse - Houston
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy Number: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Xx.

with a copy to:

Credit Suisse
Tower 49
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy Number: (000) 000-0000
Attention: Syndications Department

IX-2
77
(d) If to the Auction Administration Agent, to it at:
000 Xxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy Number: (000) 000-0000
(000) 000-0000
Attention: Syndications Department

(e) If to any Bank, as specified on the signature page
for such Bank hereto or, in the case of any Person who becomes a Bank after the
date hereof, as specified in the Administrative Questionnaire of such Person,
on the signature page of the Assignment and Acceptance executed by such Bank
or, in the case of any party, such other address, telecopy or telex number as
such party may hereafter specify for such purpose by notice to the other
parties. All Communications shall, when mailed, telecopied, telegraphed,
telexed, cabled or delivered, be effective when deposited in the mails, sent by
telecopier to any party to the telecopier number as set forth herein or on the
signature page hereof or on the signature page of the Assignment and
Acceptances (or other telecopy number designated by such party in a
Communication to the other parties hereto) and receipt thereof is acknowledged
by such party, delivered to the telegraph company, telexed to any party to the
telex number set forth herein or on the signature page hereof or on the
signature page of the Assignment and Acceptances (or other telex number
designated by such party in a Communication to the other parties hereto),
confirmed by telex answerback, or delivered to the cable company, respectively;
provided, however, Communications to any Agent pursuant to Article II or
Article VII shall not be effective until received by such Agent.

SECTION 9.03. No Waiver; Remedies. No failure on the part
of any Bank or any Agent to exercise, and no delay in exercising, any right
hereunder (including the Guaranty) or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, or any
abandonment or discontinuance of any steps to enforce such right, preclude any
other or further exercise thereof or the exercise of any other right. No
notice to or demand on any Borrower in any case shall entitle such Borrower to
any other or further notice or demand in similar or other circumstances. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

SECTION 9.04. Costs, Expenses and Taxes. (a) The Company
agrees to pay on demand: (i) all reasonable costs and expenses of the Agents in
connection with the preparation, execution, delivery and administration of this
Agreement (including the Guaranty), the Notes and the other documents to be
delivered hereunder, including the reasonable fees and out-of-pocket expenses
of counsel for the Agents with respect thereto and with respect to advising the
Agents as to their respective rights and responsibilities under this Agreement
(including the Guaranty) and the Notes, and any modification, supplement or
waiver of any of the terms of this Agreement and (ii) all reasonable costs and
expenses of each of the Banks and the Agents (including reasonable counsel fees
and expenses of outside counsel or the reasonable allocated costs of in-house
legal services) in connection with the enforcement of this Agreement and the
Notes. In addition, the Company shall pay any and all stamp and similar taxes
payable or determined to be payable in connection with the execution and
delivery of this Agreement and the Notes and the other documents to be
delivered

IX-3
78
hereunder, and agrees to save the Agents and each Bank harmless from and
against any and all liabilities with respect to or resulting from any delay in
payment or omission to pay such taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of this
Agreement or any Note. Without prejudice to the survival of any other
obligations of the Company hereunder and the Notes, the obligations of the
Company under this Section 9.04 shall survive the termination of this Agreement
and/or the payment or assignment of the Notes.

(b) If, (i) due to payments made by a Borrower due to
acceleration of the maturity of the Notes pursuant to Section 6.01, or due to
any other reason, any Bank receives payments of principal of any Fixed Rate
Loan or Eurodollar Rate Loan, other than on the last day of the Interest Period
for such Advance, or (ii) on any Borrowing Date a Borrower shall fail to
fulfill the applicable conditions set forth in Article III, or (iii) a Borrower
shall fail to borrow hereunder after a Committed Borrowing Request pursuant to
Article II has been given or after Competitive Bids have been accepted, such
Borrower shall, upon demand by such Bank (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Bank any amounts required to compensate such Bank for any additional losses,
costs or expenses which it may reasonably incur as a result of such payment or
failure to borrow, as the case may be, including, without limitation, any loss,
cost or expense incurred or sustained in liquidating or employing deposits or
other funds acquired by any Bank to effect, fund or maintain any such Loan.

SECTION 9.05. Indemnity.

(a) The Borrowers, jointly and severally, shall indemnify
the Agents, the Banks and each Affiliate thereof and their respective
directors, officers, employees and agents from, and hold each of them harmless
against, any and all losses, liabilities, claims or damages to which any of
them may become subject, insofar as such losses, liabilities, claims or damages
arise out of or result from (i) this Agreement or any actual or proposed use by
the Borrowers of the proceeds of any extension of credit by any Bank hereunder
or breach by any Borrower of this Agreement or any other documents executed in
connection with this Agreement or (ii) any investigation, litigation or other
proceeding (including any threatened investigation or proceeding) relating to
the foregoing, and the Borrowers, jointly and severally, shall reimburse the
Agents and each Bank, and each Affiliate thereof and their respective
directors, officers, employees and agents, upon demand for any expenses
(including legal fees) reasonably incurred in connection with any such
investigation or proceeding; but excluding any such losses, liabilities,
claims, damages or expenses incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified. Promptly after receipt by
any Bank or any Agent of notice of the commencement of any investigation,
litigation or proceeding in respect of which indemnity may be sought from a
Borrower under this Section 9.05, such Bank or such Agent will notify the
Company and such Borrower in writing of the commencement thereof. Subject to
the provisions hereinafter stated, the Borrowers shall be entitled to
participate in, and may, if they so elect, upon delivery to each of the Banks
of a written undertaking by the Borrowers in form and substance acceptable to
the Administrative Agent that the Borrowers will not contest the rights of the
Bank or such Agent to indemnification in connection with such investigation,
litigation or proceeding, maintain or assume the defense of any such
investigation, litigation or proceeding (including the employment of counsel,
who shall be counsel

IX-4
79
satisfactory to each such Bank or such Agent involved therein, whether or not
as a party), and the payment of expenses thereof. If the defense of such
investigation, litigation or proceeding is assumed by one or more Borrowers,
each of such Banks or such Agent shall have the right to employ separate
counsel and to participate in the defense thereof but the fees and expenses of
such counsel shall not be at the expense of the Borrowers unless the employment
of such counsel has been specifically authorized in writing by the Borrowers.
Notwithstanding the foregoing, the Administrative Agent shall at any time have
the right to employ counsel to represent such Banks and the Agents in any such
investigation, litigation or proceeding if, in the reasonable judgment of the
Administrative Agent, such is advisable, in which event the fees and expenses
of such separate counsel shall be borne by the Borrowers, it being understood,
however, that the Borrowers shall not, in connection with any one such action
or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys for all indemnified parties. No Borrower shall be liable to indemnify
any Person for any settlement of such action effected without such Borrower's
consent.

(B) WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT
IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE
INDEMNIFIED HEREUNDER OR THEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS
AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR
RESULTING FROM THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH PERSON.
Without prejudice to the survival of any other obligations of the Company
hereunder and the Notes, the obligations of the Company under this Section 9.05
shall survive the termination of this Agreement and/or the payment or
assignment of the Notes.

SECTION 9.06. Right of Setoff. If any Event of Default
shall have occurred and be continuing, each Bank is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and 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
Bank or any branch, subsidiary or Affiliate of such Bank to or for the credit
or the account of the Company or any other Borrower against any of and all the
obligations of the Borrowers now or hereafter existing under this Agreement and
any Note held by such Bank, irrespective of whether or not such Bank or the
Administrative Agent shall have made any demand under this Agreement or such
Note and although such obligations may be unmatured. Each Bank agrees promptly
to notify such Borrower after any such setoff and application made by such Bank
or any branch, subsidiary or Affiliate of such Bank, but the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each Bank under this Section 9.06 are in addition to other rights and
remedies (including other rights of setoff) which such Bank may have.

SECTION 9.07. Governing Law. This Agreement, all Notes and
all other documents executed in connection herewith (including the
Administrative Agent's Letter and the Auction Administration Agent's Letter),
shall be deemed to be contracts and agreements executed by the parties hereto
under the laws of the State of Texas and of the United States and for all
purposes shall be construed in accordance with, and governed by, the laws of
said state and the of the United States. Without limitation of the foregoing,
nothing in this Agreement or in the Notes

XX-0
00
xxxxx xx deemed to constitute a waiver of any rights which any Bank may have
under applicable federal legislation relating to the amount of interest which
such Bank may contract for, take, receive or charge in respect of any Loans,
including any right to take, receive, reserve and charge interest at the rate
allowed by the law of the state where such Bank is located. The Agents, the
Banks and the Borrowers further agree that insofar as the provisions of Article
1.04, Subtitle 1, Title 79, of the Revised Civil Statutes of Texas, 1925, as
amended, are applicable to the determination of the Highest Lawful Rate with
respect to the Notes, the indicated rate ceiling computed from time to time
pursuant to Section (a) of such Article shall apply to the Notes; provided,
however, that to the extent permitted by such Article, the Administrative Agent
may from time to time by notice from the Administrative Agent to the Borrowers
revise the election of such interest rate ceiling as such ceiling affects the
then current or future balances of the Loans outstanding under the Notes. The
provisions of Chapter 15 of Subtitle 3 of the said Title 79 do not apply to
this Agreement or any Note.

SECTION 9.08. Usury Not Intended. The Borrowers and the
Banks intend to strictly comply with all applicable laws, including Applicable
Laws. Accordingly, the provisions of this Section 9.08 shall govern and
control over every other provision of this Agreement, of any Note or the
Administrative Agent's Letter or the Auction Administration Agent's Letter,
whenever executed, which conflicts or is inconsistent with this Section 9.08,
even if such provision declares that it controls (unless such provision
expressly identifies and refers to this Section 9.08 and specifically states
that it will control over this Section 9.08). As used in this Section 9.08,
the term "interest" includes the aggregate of all charges which constitute
interest under Applicable Laws, provided that, to the maximum extent permitted
by Applicable Laws, (a) any non-principal payment shall be characterized as an
expense or fee or something other than compensation for the use, forbearance or
detention of money and not as interest, and (b) all interest at any time
contracted for, reserved, charged or received shall be amortized, prorated,
allocated and spread, in equal parts during the full term of the Borrowings.
In no event shall the Company or any other Person be obligated to pay, or any
Bank have any right or privilege to reserve, receive or retain, (a) any
interest in excess of the maximum amount of nonusurious interest permitted
under Applicable Laws, or (b) total interest in excess of the amount which such
Bank could lawfully have contracted for, reserved, received, retained or
charged had the interest been calculated for the full term of the Borrowings at
the Highest Lawful Rate. On each day, if any, that the interest rate (the
"Stated Rate") called for under this Agreement or under any Note or other
related document exceeds the Highest Lawful Rate, the rate at which interest
shall accrue shall automatically be fixed by operation of this sentence at the
Highest Lawful Rate (or, at any time no Highest Lawful Rate shall exist, at the
Agreed Maximum Rate) for that day, and shall remain fixed at the Highest Lawful
Rate (or at any time no Highest Lawful Rate shall exist, at the Agreed Maximum
Rate) for each day thereafter until the total amount of interest accrued equals
the total amount of interest which would have accrued if there were no such
ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue
at the Stated Rate unless and until the Stated Rate again exceeds the Highest
Lawful Rate when the provisions of the immediately preceding sentence shall
again automatically operate to limit the interest accrual rate. The daily
interest rates to be used in calculating interest at the Highest Lawful Rate
shall be determined by dividing the applicable Highest Lawful Rate per annum by
the number of days in the calendar year for which such calculation is being
made. None of the terms and provisions contained in this Agreement, the Notes
or any other related document which directly

IX-6
81
or indirectly relate to interest shall ever be construed without reference to
this Section 9.08 or construed to create a contract to pay for the use,
forbearance or detention of money at an interest rate in excess of the Highest
Lawful Rate. If the term of any Loan is shortened by reason of acceleration of
maturity as a result of any Default or other cause, or by reason of any
required or permitted prepayment, and if for that (or any other) reason any
Bank at any time (including but not limited to the stated maturity of any
Borrowing) is owed or receives (and/or has received) interest in excess of
interest calculated at the Highest Lawful Rate, then and in any such event all
of any such excess interest shall be cancelled automatically as of the date of
such acceleration, prepayment or other event which produces the excess, and, if
such excess interest has been paid to a Bank, it shall be credited pro tanto
against the then-outstanding principal balance of the Company's obligations to
such Bank, effective as of the date or dates when the event occurs which causes
it to be excess interest, until such excess is exhausted or all of such
principal has been fully paid and satisfied, whichever occurs first, and any
remaining balance of such excess shall be promptly refunded to its payor.

SECTION 9.09. Survival of Representations and Warranties.
All representations, warranties and covenants contained herein or made in
writing by the Company in connection herewith shall survive the execution and
delivery of this Agreement and of the Notes, and will bind and inure to the
benefit of the respective successors and assigns of the parties hereto, whether
so expressed or not, subject, however, to Section 9.11 and the proviso
contained in Section 5.05.

SECTION 9.10. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrowers, the Administrative
Agent, the Co-Agents and the Auction Administrative Agent and when the
Administrative Agent shall have been notified by each of the other parties
hereto that such other party has executed it and (subject to Section 9.11)
thereafter shall be binding upon and inure to the benefit of the Borrowers, the
Agents and each Bank and their respective successors and assigns.

SECTION 9.11. Successors and Assigns; Participations.

(a) Whenever in this Agreement any of the parties hereto
is referred to, such reference shall be deemed to include the successors and
permitted assigns of such party; and all covenants, promises and agreements by
or on behalf of the Borrowers, the Agents or the Banks that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and permitted assigns. Except as expressly provided in Section
5.05, no Borrower may assign or transfer any of its rights or obligations
hereunder without the written consent of all the Banks.

(b) Each Bank may without the consent of any Borrower,
with respect to such Bank's Commitment and the Loans owing to it and the Note
or Notes held by it, sell participations to one or more banks or other entities
(including any Bank or any Affiliate of any Bank) in all or a portion of its
rights and obligations under this Agreement; provided, however, that (i) the
selling Bank's obligations under this Agreement shall remain unchanged, (ii)
such Bank shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the participating

IX-7
82
banks or other entities shall be entitled to the cost protection provisions
contained in Article II and Section 9.04, but only to the extent that such
protection would have been available to the selling Bank, calculated as if no
such participations had been sold and (iv) the Borrowers, the Agents and the
other Banks shall continue to deal solely and directly with the selling Bank in
connection with such Bank's rights and obligations under this Agreement;
provided, however, that each Bank shall retain the sole right and
responsibility to enforce the obligations of the Borrowers relating to the
Loans including the right to approve any amendment, modification or waiver of
any provision of this Agreement; and further provided, however, the selling
Bank may grant a participant rights consistent with this Agreement with respect
to (x) amendments, modifications or waivers with respect to any fees payable
hereunder (including the amount and the dates fixed for the payment of any such
fees) or the amount of principal or the rate of interest payable on, or the
dates fixed for any payment of principal of or interest on, the Loans and (y)
amendments, modifications or waivers to, or release of, the Guaranty.

(c) With the prior written consent of the Company (which
consent shall not be unreasonably withheld), a Bank may assign to one or more
Eligible Assignees, and without the consent of the Company, a Bank may assign
to an Affiliate of such Bank or to another Bank, all or a portion of its
interests, rights, and obligations under this Agreement (including all or a
portion of its Commitment and the same portion of the Loans at the time owing
to it and the Note held by it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all the
assigning Bank's rights and obligations under this Agreement and, in the event
such Bank is assigning less than all of its interests, rights and obligations
under this Agreement (unless the Company shall otherwise agree) shall be not
less than $25,000,000 of such Bank's Commitment hereunder and (ii) the parties
to each such assignment shall execute and deliver to the Administrative Agent,
for its acceptance and recording in the Register (as defined below), an
Assignment and Acceptance in the form of Exhibit 9.11 hereto (an "Assignment
and Acceptance"), together with a properly completed Administrative
Questionnaire, any Note or Notes subject to such assignment and a processing
and recordation fee of $2,000. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five Business Days after the
execution thereof (x) the Eligible Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Bank hereunder and (y) the assignor Bank thereunder shall,
to the extent provided in such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the remaining portion of an assigning Bank's rights
and obligations under this Agreement, such Bank shall cease to be a party
hereto).

(d) By executing and delivering an Assignment and
Acceptance, the Bank assignor thereunder and the Eligible Assignee confirm to
and agree with each other and the other parties hereto as follows: (i) other
than the representation and warranty that it is the legal and beneficial owner
of the interest being assigned thereby free and clear of any adverse claim,
such Bank assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or

IX-8
83
any other instrument or document furnished pursuant hereto; (ii) such Bank
assignor makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Borrower or the performance or
observance of its respective obligations under this Agreement or any other
instrument or document furnished pursuant hereto or thereto; (iii) such
Eligible Assignee confirms that it has received a copy of this Agreement
together with copies of the most recent financial statements delivered pursuant
to Section 4.07 or Section 5.07 and such other documents and information as it
has deemed appropriate and made its own credit analysis and decision to enter
into such Assignment and Acceptance; (iv) such Eligible Assignee will,
independently and without reliance upon the Agents, such Bank assignor or any
other Bank 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 Eligible Assignee appoints and
authorizes the Administrative Agent and the Auction Administration Agent,
respectively, to take such action on behalf of such Eligible Assignee and to
exercise such powers under this Agreement as are delegated to each such Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto; (vi) such Eligible 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 Bank and (vii) such Eligible Assignee
confirms that it is an Eligible Assignee as defined herein.

(e) The Administrative Agent shall maintain at its office
a copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Banks and the Commitment of, and
principal amount of the Loans owing to, each Bank from time to time (the
"Register"). The entries in the Register shall be conclusive, in the absence
of manifest error, and the Company, the Agents and the Banks may treat each
Person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Company, any Bank, or the Co-Agents or the Auction Administrative Agent at
any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of an Assignment and Acceptance
executed by an assigning Bank and an Eligible Assignee together with the Note
or Notes subject to such assignment and the written consent to such assignment,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in the form of Exhibit 9.11 hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Banks, the Co-Agents, the Auction
Administration Agent and the Borrowers. Within five Business Days after receipt
of such notice, the Borrowers shall execute and deliver to the Administrative
Agent in exchange for the surrendered Note or Notes a new Commitment Note
payable to the order of such Eligible Assignee in an amount equal to the
portion of the Total Commitment assumed by it pursuant to such Assignment and
Acceptance and/or a new Competitive Note to the order of such Eligible Assignee
in an amount equal to the Total Commitment and, if the assigning Bank has
retained any portion of the Total Commitment hereunder, a new Commitment Note
payable to the order of the assigning Bank in an amount equal to the Commitment
retained by it hereunder. Such new Notes shall be in aggregate principal
amount equal to the aggregate principal amount of such surrendered Notes, shall
be dated the effective date of such Assignment

IX-9
84
and Acceptance and shall otherwise be in substantially the form of Exhibit
1.01-B-1 or Exhibit 1.01-B-2 as applicable, hereto. Cancelled Notes shall be
returned to the Borrower that is the signatory thereto.

(g) Notwithstanding any other provision herein, any Bank
may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 9.11 disclose to the assignee or
participant or proposed assignee or participant, any information relating to
the Borrowers furnished to such Bank by or on behalf of the Borrowers;
provided, that prior to any such disclosure, each such assignee or participant
or proposed assignee or participant shall agree to preserve the confidentiality
of any confidential information relating to the Borrowers received from such
Bank.

(h) Anything in this Section 9.11 to the contrary
notwithstanding, any Bank may at any time, without the consent of the
Borrowers, or any Agent, assign and pledge all or any portion of its Commitment
and the Loans owing to it to any Federal Reserve Bank (and its transferees) as
collateral security pursuant to Regulation A and any Operating Circular issued
by such Federal Reserve Bank. No such assignment shall release the assigning
Bank from its obligations hereunder.

(i) All transfers of any interest in any Note hereunder
shall be in compliance with all federal and state securities laws, if
applicable. Notwithstanding the foregoing sentence, however, the parties to
this Agreement do not intend that any transfer under this Section 9.11 be
construed as a "purchase" or "sale" of a "security" within the meaning of any
applicable federal or state securities laws.

SECTION 9.12. Appointment of Company as Agent for the Other
Borrowers. Each Borrowing Subsidiary hereby irrevocably appoints the Company as
its agent for the purpose of giving on its behalf any notice and taking any
other action provided for in this Agreement, and hereby agrees that it shall be
bound by any such notice or action given or taken by the Company hereunder
irrespective of whether or not any such notice shall have in fact been
authorized by such Borrowing Subsidiary and irrespective of whether or not the
agency provided for herein shall have theretofore been terminated.

SECTION 9.13. Separability. Should any clause, sentence,
paragraph or Section of this Agreement be judicially declared to be invalid,
unenforceable or void, such decision will not have the effect of invalidating
or voiding the remainder of this Agreement, and the parties hereto agree that
the part or parts of this Agreement so held to be invalid, unenforceable or
void will be deemed to have been stricken herefrom and the remainder will have
the same force and effectiveness as if such part or parts had never been
included herein.

SECTION 9.14. Retiring Bank. (a) Each of the parties to
the 1992 Agreement is either a Bank or a Retiring Bank.

(b) The Retiring Banks are executing this Agreement
solely for the purpose of consenting to the amendment and restatement of the
1992 Agreement. Upon the effectiveness of

IX-10
85
this Agreement, no Retiring Bank shall have any commitment or obligation to the
Company under the 1992 Agreement, and neither the Company nor any other
Borrower shall have any obligation to any Retiring Bank under the 1992
Agreement or this Agreement.

SECTION 9.15. SUBMISSION TO JURISDICTION; WAIVER OF
IMMUNITIES. (A) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,
THE NOTES, THE ADMINISTRATIVE AGENT'S LETTER AND THE AUCTION ADMINISTRATION
AGENT'S LETTER MAY BE BROUGHT IN THE COURTS OF THE XXXXX XX XXXXX XX XX XXX
XXXXXX XXXXXX FOR THE SOUTHERN DISTRICT OF TEXAS AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH BORROWING
SUBSIDIARY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION
SYSTEM, INC., WITH OFFICES ON THE DATE HEREOF AT 000 XXXXXX XXXXXX, XXXXXXX,
XXXXX 00000, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND
ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF
ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE
AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH BORROWING SUBSIDIARY
AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN HOUSTON, TEXAS ON
THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE
ADMINISTRATIVE AGENT. EACH BORROWING SUBSIDIARY FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 9.02,
SUCH SERVICE TO BECOME EFFECTIVE THIRTY DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT OR ANY BANK TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION.

(B) TO THE EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM ANY LEGAL ACTION, SUIT OR
PROCEEDING, FROM JURISDICTION OF ANY COURT OR FROM SET-OFF OR ANY LEGAL PROCESS
(WHETHER SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) WITH RESPECT TO
ITSELF OR ANY OF ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER
THIS AGREEMENT AND THE NOTES. EACH

IX-11
86
BORROWER HEREBY AGREES THAT THE WAIVERS SET FORTH IN THIS SECTION 9.15 SHALL
HAVE THE FULLEST EXTENT PERMITTED UNDER THE FOREIGN SOVEREIGN IMMUNITIES ACT OF
0000 XX XXX XXXXXX XXXXXX XX XXXXXXX AND ARE INTENDED TO BE IRREVOCABLE AND NOT
SUBJECT TO WITHDRAWAL FOR PURPOSES OF SUCH ACT.

SECTION 9.16. Judgment. The obligations of the Borrowers
hereunder and under the Notes due to any party hereto shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than Dollars, be
discharged only to the extent that on the Business Day following receipt by
such party of any sum adjudged to be so due in the Judgment Currency such party
or such holder (as the case may be) may in accordance with normal banking
procedures purchase Dollars with the judgment currency; if the amount of
Dollars so purchased is less than the sum originally due to such party in
Dollars, each Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify such party against such loss, and if the amount of
Dollars so purchased exceeds the sum originally due to any party to this
Agreement, such party agrees to remit to such Borrower such excess.

SECTION 9.17. Entire Agreement. This Agreement (including
the Exhibits and Schedules hereto), the Notes, the Administrative Agent's
Letter and the Auction Administration Agent's Letter, together with all other
documents, instruments or agreements executed and delivered in connection
herewith and therewith embody the entire agreement and understanding among the
parties hereto relating to the subject matter hereof and thereof and supersede
all prior proposals, agreements and understandings relating to such subject
matter.

SECTION 9.18. 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.

SECTION 9.19. FINAL AGREEMENT. THIS WRITTEN AGREEMENT, THE
NOTES, THE ADMINISTRATIVE AGENT'S LETTER AND THE AUCTION ADMINISTRATION AGENT'S
LETTER CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE
TEXAS BUSINESS & COMMERCE CODE, REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF 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 RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.

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

IX-12
87
XXXXXXXX-XXXXXX INDUSTRIES, INC.

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

IX-13
88
Documentation Agent
-------------------

CREDIT SUISSE, AS DOCUMENTATION AGENT

By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Rieckenbert
Title: Associate

By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Associate
89
Administrative Agent
--------------------

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, AS ADMINISTRATIVE AGENT

By: /s/ Xxx X. Xxxxxxxx
-----------------------------------
Name: Xxx X. Xxxxxxxx
Title: Vice President
90
Auction Administration Agent
----------------------------

CHEMICAL BANK, AS AUCTION ADMINISTRATION
AGENT

By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
91
Co-Agent
--------

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, AS CO-AGENT

By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
92
Co-Agent
--------

XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, AS CO-AGENT

By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
93
Co-Agent
--------

NATIONSBANK OF TEXAS, N.A.,
AS CO-AGENT

By: /s/ Neill X. Xxxxx
------------------------------------
Name: Neill X. Xxxxx
Title: Senior Vice President
94
Lead Managers
-------------

ABN AMRO BANK N.V., HOUSTON AGENCY

BANQUE NATIONALE DE XXXXX
XXXXXXX AGENCY

CITICORP USA, INC.

CREDIT LYONNAIS CAYMAN ISLAND
BRANCH

DEUTSCHE BANK AG NEW YORK BRANCH
AND CAYMAN ISLAND BRANCH

THE FIRST NATIONAL BANK OF CHICAGO

THE FUJI BANK, LIMITED

NATIONAL WESTMINSTER BANK PLC

SOCIETE GENERALE SOUTHWEST
AGENCY

UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
95
Continuing Banks
----------------

ABN AMRO BANK, N.V., HOUSTON
AGENCY

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

By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 064-170786

Domestic Lending Office
-----------------------
ABN AMRO Bank, N.V., Houston Agency
Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xx. Xxxxxxx Xxxxxx

Eurodollar Lending Office
-------------------------
ABN AMRO Bank, N.V., Houston Agency
Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xx. Xxxxxxx Xxxxxx

Commitment: $40,000,000
96
Continuing Banks
----------------

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION

By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 67652 BANK MER SFO

Domestic Lending Office
-----------------------
Bank of America National Trust and
Savings
Association
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxx
(000) 000-0000

Eurodollar Lending Office
-------------------------
Bank of America National Trust and
Savings
Association
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxx
(000) 000-0000

Commitment: $52,000,000
97
Continuing Banks
----------------

BANQUE NATIONALE DE XXXXX XXXXXXX AGENCY

By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Xxxxx: Vice President
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 166085 BNPHTX

Domestic Lending Offic
----------------------
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Eurodollar Lending Office
-------------------------
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Commitment: $40,000,000
98
Continuing Banks
----------------

THE CHASE MANHATTAN BANK, N.A.

By: /s/ Xxxx Xxx Xxx
------------------------------------
Name: Xxxx Xxx Xxx
Title: Vice President
1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 125563

Domestic Lending Office
-----------------------
1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Office
-------------------------
1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $18,000,000

99
Continuing Banks
----------------

CIBC, INC.

By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Two Paces West
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Offic
----------------------
Two Paces West
2727 Paces Ferry Road, Suite 1200
Xxxxxxx, Xxxxxxx 00000

Eurodollar Lending Office
-------------------------
Two Paces West
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000

Commitment: $28,000,000
100
Continuing Banks
----------------

CITICORP USA, INC.

By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxx 00
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Office
-----------------------
0 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 11120

Eurodollar Lending Office
-------------------------
1 Court Square, 0xx Xxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000

Commitment: $40,000,000

101
Continuing Banks
----------------

COMERICA BANK

By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Office
-----------------------
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

Eurodollar Lending Office
-------------------------
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

Commitment: $18,000,000

102
Continuing Banks
----------------

CREDIT LYONNAIS
CAYMAN ISLAND BRANCH

By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signature
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 6868674 XX XXX UW

Domestic Lending Office
-----------------------
Credit Lyonnais Cayman Island Branch
c/o Credit Lyonnais New York Branch
1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Office
-------------------------
Credit Lyonnais Cayman Island Branch
c/o Credit Lyonnais New York Branch
1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $40,000,000

With notices to:

Credit Lyonnais
Dallas Representative Office
Lincoln Plaza
000 Xxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000

103
Continuing Banks
----------------

CREDIT SUISSE

By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Member of Senior Management

By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Associate
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 420-149
Attn: Credit Administration

Domestic Lending Office
-----------------------
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Office
-------------------------
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $52,000,000

With copies to:

Credit Suisse
Attn: Xxx X. Xxxxx
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

104
Continuing Banks
----------------

DEUTSCHE BANK AG NEW YORK BRANCH
AND CAYMAN ISLAND BRANCH

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

By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: AT&T 429166

Domestic Lending Office
-----------------------
New York Branch
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Office
-------------------------
Cayman Islands Branch
c/o New York Branch
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $40,000,000

105
Continuing Banks
----------------

FIRST INTERSTATE BANK OF TEXAS, N.A.

By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
0000 Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Office
-----------------------
0000 Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000

Eurodollar Lending Office
-------------------------
0000 Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000

Commitment: $28,000,000

106
Continuing Banks
----------------

THE FIRST NATIONAL BANK OF CHICAGO

By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Managing Director
Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000

Telecopy No.: (000) 000-0000
Telex No.: 4330253 FNBCUI

Domestic Lending Office
-----------------------
One First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000

Eurodollar Lending Office
-------------------------
Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000

Commitment: $40,000,000
107
Continuing Banks
----------------

THE FUJI BANK, LIMITED

By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President & Sr. Manager
One Houston Center
0000 XxXxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 000-000 XXXX BANK HOU

Domestic Lending Office
-----------------------
One Houston Center
0000 XxXxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Eurodollar Lending Office
-------------------------
One Houston Center
0000 XxXxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Commitment: $40,000,000
108
Continuing Banks
----------------

THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY

By: /s/ J. Xxxxxxx Xxxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxxx
Title: Senior Vice President
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Telecopy No.: (000) 000-0000
Telex No.: 175597 IBJTC

Domestic Lending Office
-----------------------
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Eurodollar Lending Office
-------------------------
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Commitment: $28,000,000

109
Continuing Banks
----------------

ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A.

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

By: /s/ Xxxxxxx X. Xx Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xx Xxxxxx
Title: First Vice President
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 220045

Domestic Lending Office
-----------------------
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Office
-------------------------
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $18,000,000
110
Continuing Banks
----------------

MELLON BANK, N.A.

By: /s/ A. Xxxx Xxxxx
------------------------------------
Name: A. Xxxx Xxxxx
Title: Vice President
Xxx Xxxxxx Xxxx Xxxxxx, #0000
Xxxxxxxxxx, XX 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Office
-----------------------
Three Mellon Bank Center, Room 2303
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx

Eurodollar Lending Office
-------------------------
Three Mellon Bank Center, Room 2303
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx

Commitment: $28,000,000

111
Continuing Banks
----------------

XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK

By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Telecopy No.: (000) 000-0000
Telex No.: 177615 MGT UT or
620106 MGT UW

Domestic Lending Office
-----------------------
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Multi-Option Unit -
Loan Department
Telephone No: (000) 000-0000
Telecopy No.: (000) 000-0000
Telex No.: 177425MBDEL UT

Eurodollar Lending Office
-------------------------
Nassau, Bahamas Office
c/o X. X. Xxxxxx Services Inc.
Euro-Loan Servicing Unit
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Telephone No: (000) 000-0000
Telecopy No.: (000) 000-0000
Telex No.: 177425 MBDEL UT

Commitment: $52,000,000

112
Continuing Banks
----------------

NATIONSBANK OF TEXAS, N.A.

By: /s/ Neill X. Xxxxx
------------------------------------
Name: Neill X. Xxxxx
Title: Senior Vice President
000 Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Office
-----------------------
NationsBank of Texas, N.A.
Attn: Xxxxxx Xxxxxx (00xx Xxxxx)
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000

Eurodollar Lending Office
-------------------------
NationsBank of Texas, N.A.
Attn: Xxxxxx Xxxxxx (00xx Xxxxx)
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000

Commitment: $52,000,000

113
Continuing Banks
----------------

NATIONAL WESTMINSTER BANK PLC

By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President, New York Branch

By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President, Nassau Branch
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Office
-----------------------
Manager and Vice President
New York Branch
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000

Eurodollar Lending Office
-------------------------
Manager and Vice President
Nassau Branch
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000

Commitment: $40,000,000

114
Continuing Banks
----------------

SOCIETE GENERALE,
SOUTHWEST AGENCY

By: /s/ Thierry Namuroy
------------------------------------
Name: Thierry Namuroy
Title: Vice President
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: TRT 170494/SOCGEN

Domestic Lending Office
-----------------------
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000

Eurodollar Lending Office
-------------------------
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000

Commitment: $40,000,000

115
Continuing Banks
----------------

THE SUMITOMO BANK, LIMITED

By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: General Manager
1750 NationsBank Center
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 774417

Domestic Lending Office
-----------------------
1750 NationsBank Center
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Eurodollar Lending Office
-------------------------
1750 NationsBank Center
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Commitment: $28,000,000

116
Continuing Banks
----------------

TRUST COMPANY BANK

By: /s/ X. XxXxxxxxx Xxxxxx, III
------------------------------------
Name: X. XxXxxxxxx Xxxxxx, III
Title: Vice President
Telecopy No.: (000)000-0000
Telex No.: 424690/6801388

Domestic Lending Office
-----------------------
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Office
-------------------------
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $18,000,000

117
Continuing Banks
----------------

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION

By: /s/ Xxx X. Xxxxxxxx
-----------------------------------
Name: Xxx X. Xxxxxxxx
Title: Vice President
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 166-350 TCB Hou

Domestic Lending Xxxxxx
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Eurodollar Lending Xxxxxx
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Commitment: $52,000,000

118
Continuing Banks
----------------

TORONTO DOMINION [TEXAS], INC.

By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: N/A

Domestic Lending Xxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Eurodollar Lending Xxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Commitment: $28,000,000

119
Continuing Banks
----------------

UNION BANK OF SWITZERLAND,
HOUSTON AGENCY

By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director

By: /s/ Xxx Xxxxxxxx
-----------------------------------
Name: Xxx Xxxxxxxx
Title: Vice President, Corporate Banking
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 762597 UBS HOU

Domestic Lending Office
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx Xxxxx

Telecopy: (000) 000-0000

Eurodollar Lending Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx Xxxxx

Telecopy: (000) 000-0000

Commitment: $40,000,000

120
Continuing Banks
----------------

WACHOVIA BANK OF GEORGIA, N.A.

By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.:

Domestic Lending Xxxxxx
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000

Eurodollar Lending Xxxxxx
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000

Commitment: $28,000,000

121
New Banks
---------

COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY

By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Asst. V.P.

By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Asst. Treasurer

Promenade Two, Suite 3500
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000

Telecopy No.: (000) 000-0000
Telex No.:

Domestic Lending Office

Eurodollar Lending Office

Commitment: $18,000,000
122
New Banks
---------

CREDITO ITALIANO

By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: First Vice President

By: /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Assistant Treasurer

000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 424690/6801388

Domestic Lending office
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $18,000,000
123
New Banks
---------

THE SANWA BANK LIMITED,
DALLAS AGENCY

By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
000 Xxxx Xxxxxx, Xxxxx 0000, XX 000
Xxxxxx, Xxxxx 00000-0000

Telecopy No.:
Telex No.:

Domestic Lending Office
-----------------------
000 Xxxx Xxxxxx, Xxxxx 0000, XX 000
Xxxxxx, Xxxxx 00000-0000

Eurodollar Lending Office
-------------------------
000 Xxxx Xxxxxx, Xxxxx 0000, XX 000
Xxxxxx, Xxxxx 00000-0000

Commitment: $18,000,000
124
New Banks
---------

WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH

By: /s/ X. Xxxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxxx
Title: V.P.

By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Telecopy No.: (000) 000-0000
Telex No.: 666668

Domestic Lending Office
-----------------------
1211 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000

Eurodollar Lending Office
-------------------------
1211 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000

Commitment: $18,000,000
125
Retiring Banks
--------------

BANK OF NOVA SCOTIA

By: /s/ F.C.H. Xxxxx
-----------------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
126
Retiring Banks
--------------

THE FIRST NATIONAL BANK OF BOSTON

By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
127
Retiring Banks
--------------

X.X. XXXXXX DELAWARE

By: /s/ Xxxxxx X. Detjeas
-----------------------------------
Name: Xxxxxx X. Detjeas
Title: Vice President
128
Retiring Banks
--------------

NBD BANK, N.A.

By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
129
Retiring Banks
--------------

ROYAL BANK OF CANADA

By: /s/ Xxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: Manager
130
Retiring Banks
--------------

SHAWMUT BANK, N.A.

By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
131
EXHIBIT 1.01A

ADMINISTRATIVE QUESTIONNAIRE

XXXXXXXX XXXXXX INDUSTRIES, INC.

SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

NOTE TO PARTICIPANTS:

PLEASE TYPE ALL INFORMATION AND
FORWARD THIS COMPLETED TO:

Administrative Agent: Texas Commerce Bank National
Association 000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Loan Syndications

Telecopier: 000-000-0000

Full Legal Name of your Bank: _________________________________________
Exact name of signing officer: _________________________________________
Title of signing officer: _________________________________________

Business address for delivery of
execution copies of Credit Agreement
(Please do not use P.O. Box address;
hand deliveries cannot be made): _________________________________________

Signing officer's phone no.: _________________________________________
Alternate officer contact: _________________________________________
Alternate officer's phone no.: _________________________________________

Lending Offices:
Name and Address of Domestic _________________________________________
Lending Office _________________________________________

Name and Address of Eurodollar _________________________________________
Lending Office _________________________________________
132
PRIMARY CONTACT INFORMATION

We will send all telecopies to a single number (the Primary or Alternate
Contact number listed below) at the banking location you designate. These
contacts are those you designate for critical telecopies (rates, loan amounts,
paydowns, etc.).

1. Your bank's primary contact for telecopies:

PRIMARY NAME/ PRIMARY ALTERNATE
PHONE NO. DEPARTMENT TELECOPIER NO. TELECOPIER NO.
--------- ---------- -------------- --------------

2. While we will send all telecopies to a single telecopy number, we can
also indicate that up to two additional individuals should be
carbon-copied when the telecopy arrives at your bank. Please
designate the individuals and departments you would like such copies
to be sent to (Note: they must be at the same location):

Name Department
(1)_____________________________________ ___________________________________

(2)_____________________________________ ___________________________________

(If at any time any of the above information changes, please advise.)

Hard-copy documents, and notices should be sent to the following officer
designated by your bank:

-2-
133
Officer's Name: __________________________________________
Title: __________________________________________

Xxxxxx Xxxxxxx
(Xx X.X. Xxxxx xxxxxx): __________________________________________
Xxxx, Xxxxx, Xxx: __________________________________________

GENERAL OPERATIONAL INFORMATION

Operating Contacts: Name Phone No.

Loan Department: _______________________ _______________________
Loan Administrator: _______________________ _______________________
Telex Operator: _______________________ _______________________
Other: _______________________ _______________________

Movement of Funds: to us: Wire Fed Funds to:

Texas Commerce Bank National Association
ABA # 000000000
for account number 13681
Attention: Loan Operations
Reference: Xxxxxxxx-Xxxxxx Industries, Inc.

to you: Wire Fed Funds to:
________________________________________
________________________________________
Attention: _____________________________
Reference: _____________________________

Publicity: How would you like your bank's name to appear in any
tombstone advertisements?

-3-
134
PLEASE COMPLETE THE FOLLOWING INFORMATION
FOR COMPETITIVE AUCTIONS ONLY

Auction Administration Agent: Chemical Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Agent Bank Services

Telecopier: (000) 000-0000 Primary

Contacts: Xxxxx Xxxxxx (000) 000-0000 Agent Bank Services

PRIMARY CONTACT
COMPETITIVE AUCTIONS

Bank Name:______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Primary Contact:________________________________________________________________
Title:__________________________________________________________________________
Department:_____________________________________________________________________
Telephone Number:_______________________________________________________________
Telecopier Number:______________________________________________________________

ALTERNATE CONTACT
COMPETITIVE AUCTIONS

Alternate Contact:______________________________________________________________
Title:__________________________________________________________________________
Department:_____________________________________________________________________
Telephone Number:_______________________________________________________________
Telecopier Number:______________________________________________________________

-4-
135
Exhibit 1.01B

FORM OF COMMITTED NOTE

______________

FOR VALUE RECEIVED, the undersigned, ________________________,
a ______________ corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of

(the "Bank") on or before the Termination Date the lesser of (a) the amount of
the Bank's Commitment and (b) the aggregate amount of Committed Loans made by
the Bank to the Borrower and outstanding on the Termination Date. Subject to
the limitations of the Credit Agreement (as hereinafter defined), the Borrower
may borrow, repay, prepay and reborrow hereunder and under the Credit
Agreement, on and after the Effective Date and prior to the Termination Date.
The principal amount of each Committed Loan made by the Bank to the Borrower
pursuant to the Credit Agreement shall be due and payable on the Termination
Date.

The Borrower promises to pay interest on the unpaid principal
amount of each Committed Loan from the date of such Committed Loan until such
principal amount is paid in full, at such interest rates, and payable at such
dates and times, as are specified in the Second Amended and Restated Revolving
Credit Agreement dated as of May 31, 1995 (as the same may from time to time be
amended, modified or supplemented, the "Credit Agreement," the terms defined
therein and not otherwise defined herein being used herein as therein defined)
among the Borrower, the other Borrowers, the Bank and certain other banks
parties thereto, Credit Suisse, as Documentation Agent, Chemical Bank, as
Auction Administration Agent, Texas Commerce Bank National Association, as
Administrative Agent, and Bank of America National Trust and Savings
Association, Xxxxxx Guaranty Trust Company of New York and NationsBank of
Texas, N.A., as Co-Agents, for the Bank and such other banks.

Both principal and interest are payable in immediately
available funds in lawful money of the United States of America to Texas
Commerce Bank National Association, as Administrative Agent, at 0000 Xxxxxx,
Xxxxxxx, Xxxxx, or at such other place as the Administrative Agent shall
designate in writing to the Borrower. The amount and type of each Committed
Loan made by the Bank to the Borrower and the borrowing date and maturity
thereof, the rate of interest applicable thereto and all payments made on
account of principal and interest hereof, shall be recorded by the Bank and,
prior to any transfer hereof, endorsed on the grid attached hereto which is
part of this Promissory Note; provided, that the failure of the Bank to make
such a notation or any error therein shall not in any manner affect the
obligation of the Borrower to repay such Committed Loan in accordance with the
terms of this Promissory Note.

This Promissory Note may be held by the Bank for the account
of its Domestic Lending Office or its Eurodollar Lending Office and may be
transferred from one to the other from time to time as the Bank may determine.
136
This Promissory Note is one of the Committed Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. [To be inserted
in notes executed by Borrowers other than the Company: The obligations of the
Borrowers hereunder are guaranteed by the Guaranty.] The Credit Agreement,
among other things, (a) provides for the making of Committed Loans and
Competitive Loans by the Bank to the Borrower from time to time, the
indebtedness of the Borrower resulting from each such Committed Loan being
evidenced by this Promissory Note, and (b) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events, also for
prepayments on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified, and to the effect that no provision
of the Credit Agreement or this Promissory Note shall require the payment or
permit the collection of interest in excess of the Highest Lawful Rate.

The Borrower and any and all endorsers, guarantors and
sureties severally waive grace, demand, presentment for payment, notice of
dishonor or default or intent to accelerate, protest and notice of protest and
diligence in collecting and bringing of suit against any party hereto, and
agree to all renewals, extensions or partial payments hereon and to any release
or substitution of security herefor, in whole or in part, with or without
notice, before or after maturity.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of Texas, and any applicable laws of the
United States of America.

[NAME OF BORROWER]

By:___________________________________
Name:
Title:

-2-
137
LOANS, MATURITIES,
AND PAYMENTS OF PRINCIPAL AND INTEREST

Rate of
Amount Interest Amount of Amount of Unpaid
Borrowing and Type of Maturity of Applicable to Principal Interest Principal Notation
Date Loan Loan Loan Paid Paid Balance Made By
========= =========== =========== ============= ========= ========= ========= ========

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

-3-
138
Exhibit 1.01C

FORM OF COMPETITIVE NOTE

$1,000,000,000 _______________

FOR VALUE RECEIVED, the undersigned, _________________________
_____________________________, a _______________ corporation (the "Borrower"),
HEREBY PROMISES TO PAY to the order of

(the "Bank") on or before the Termination Date the lesser of (a) One Billion
and no/100 Dollars ($1,000,000,000.00) and (b) the aggregate amount of
Competitive Loans made by the Bank to the Borrower and outstanding on the
Termination Date. Subject to the limitations of the Credit Agreement (as
hereinafter defined), the Borrower may borrow, repay, and reborrow hereunder
and under the Credit Agreement, on and after the Effective Date and prior to
the Termination Date. The principal amount of each Competitive Loan made by
the Bank to the Borrower pursuant to the Credit Agreement shall be due and
payable on the last day of the Interest Period for such Loan.

The Borrower promises to pay interest on the unpaid principal
amount of each Competitive Loan from the date of such Competitive Loan until
such principal amount is paid in full, at such interest rates, and payable at
such dates and times, as are specified in the Second Amended and Restated
Revolving Credit Agreement dated as of May 31, 1995, (as the same may from time
to time be amended, modified or supplemented, the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined) among the Borrower, the other Borrowers, the Bank and certain other
banks parties thereto, Credit Suisse, as Documentation Agent, Chemical Bank, as
Auction Administration Agent, Texas Commerce Bank National Association, as
Administrative Agent, and Bank of America National Trust and Savings
Association, Xxxxxx Guaranty Trust Company of New York and NationsBank of
Texas, N.A., as Co-Agents, for the Bank and such other banks.

Both principal and interest are payable in immediately available
funds in lawful money of the United States of America to Texas Commerce Bank
National Association, as Administrative Agent, at 0000 Xxxxxx , Xxxxxxx, Xxxxx,
or at such other place as the Administrative Agent shall designate in writing
to the Borrower. The amount and type of each Competitive Loan made by the Bank
to the Borrower and the borrowing date and maturity thereof, the rate of
interest applicable thereto and all payments made on account of principal and
interest hereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Promissory
Note; provided, that the failure of the Bank to make such a notation or any
error therein shall not in any manner affect the obligation of the Borrower to
repay such Competitive Loan in accordance with the terms of this Promissory
Note.

This Promissory Note may be held by the Bank for the account of
its Domestic Lending Office or its Eurodollar Lending Office and may be
transferred from one to the other from time to time as the Bank may determine.
139
This Promissory Note is one of the Competitive Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. [To be inserted
in notes executed by Borrowers other than the Company: The obligations of the
Borrower hereunder are guaranteed by the Guaranty.] The Credit Agreement,
among other things, (a) provides for the making of Committed Loans and
Competitive Loans by the Bank to the Borrower from time to time, the
indebtedness of the Borrower resulting from each such Competitive Loan being
evidenced by this Promissory Note, and (b) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events, also for
prepayments on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified, and to the effect that no provision
of the Credit Agreement or this Promissory Note shall require the payment or
permit the collection of interest in excess of the Highest Lawful Rate.

The Borrower and any and all endorsers, guarantors and sureties
severally waive grace, demand, presentment for payment, notice of dishonor or
default or intent to accelerate, protest and notice of protest and diligence in
collecting and bringing of suit against any party hereto, and agree to all
renewals, extensions or partial payments hereon and to any release or
substitution of security herefor, in whole or in part, with or without notice,
before or after maturity.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of Texas, without regard to principles
of conflicts of laws, and any applicable laws of the United States of America.

[NAME OF BORROWER]

By:___________________________________
Name:
Title:

-2-
140
LOANS, MATURITIES,
AND PAYMENTS OF PRINCIPAL AND INTEREST

-3-
141
Exhibit 2.03A

FORM OF COMPETITIVE BID REQUEST

Texas Commerce Bank National Association,
as Administrative Agent for the Banks
parties to the Credit Agreement
referred to below
0000 Xxxxxx, 0xx Xxxxx XX 46
Xxxxxxx, Xxxxx 00000

Attention: Capital Markets and Loan and Discount Department

Chemical Bank, as Auction Administration Agent
under the Credit Agreement referred to below
000 Xxxx 00xx Xxxxxx, 00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000 [Date]

Attention: Agent Bank Services

Dear Sirs:

Reference is made to the Second Amended and Restated Revolving
Credit Agreement dated as of May 31, 1995 (as the same may from time to time be
amended, modified or supplemented, the "Credit Agreement"), among the
undersigned, the other Borrowers, the Banks named therein, Credit Suisse, as
Documentation Agent, Texas Commerce Bank National Association, as
Administrative Agent, Chemical Bank, as Auction Administration Agent, and the
Co-Agents defined therein. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement. The undersigned hereby gives you notice pursuant to Section 2.03 of
the Credit Agreement that it requests a Competitive Borrowing under the Credit
Agreement, and in that connection sets forth below the terms on which such
Competitive Borrowing is requested to be made:

(A) Borrowing Date of Competitive
Borrowing (which is a Business Day) ________________________________

(B) Aggregate Principal Amount of
Competitive Borrowing(1) ________________________________

(D) Interest Period and the last
day thereof ________________________________
(3)

__________________________________

(1) Not less than $50,000,000 or greater than the unused Total Commitment and
in integral multiples of $1,000,000.

(2) Eurodollar Loan or Fixed Rate Loan.

(3) Which shall have a duration (i) in the case of a Eurodollar Loan, of one,
two, three or six months and (ii) in the case of Fixed Rate Loan, of not
less than seven days nor more than 360 days, and which, in either case,
shall end not later than the Termination Date.
142
By the delivery of this Competitive Bid Request and the
acceptance of any or all of the Loans offered by the Banks in response to this
Competitive Bid Request, the undersigned, and the Company, if not the
undersigned, shall be deemed to have represented and warranted that the
applicable conditions to lending specified in Article III of the Credit
Agreement have been satisfied with respect to the Competitive Borrowing
requested hereby.

Very truly yours,

[NAME OF BORROWER]

By:____________________________________
Name:
Title:

XXXXXXXX-XXXXXX INDUSTRIES, INC.(4)

By:____________________________________
Name:
Title:

__________________________________

(4) If the Borrower is not the Company, a signature block for the Company
should be added.

-2-
143
Exhibit 2.03B

FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address of Bank]

[Date]

Attention:

Dear Sirs:

Reference is made to the Second Amended and Restated Revolving
Credit Agreement dated as of May 31, 1995 (as the same may from time to time
be amended, modified or supplemented, the "Credit Agreement"), among Xxxxxxxx-
Xxxxxx Industries, Inc. (the "Company"), the other Borrowers, the Banks named
therein, Credit Suisse, as Documentation Agent, Texas Commerce Bank National
Association, as Administrative Agent, the Co-Agents (defined therein), and the
undersigned, as Auction Administration Agent. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement. ____________________________________________________
1/ delivered a Competitive Bid Request requesting a Competitive Bid on
__________, 19__ pursuant to Section 2.03(a) of the Credit Agreement, and in
that connection you are invited to submit a Competitive Bid by [Date] / [Time].
2/ Your Competitive Bid must comply with Section 2.03(b) of the Credit Agreement
and the terms set forth below on which the Competitive Bid Request was made:

(A) Date of Competitive Borrowing ___________________________________

(B) Principal amount of
Competitive Borrowing ___________________________________

(D) Interest Period and the last
day thereof3/ ___________________________________

Very truly yours,

CHEMICAL BANK, as Auction
Administration Agent

By: _______________________________
Name:
Title:

1/ Either the Company or [name of another Borrower], is appropriate

2/ The Competitive Bid must be received by the Auction Administration
Agent (i) in the case of Eurodollar Loans, not later than 1:00 p.m.
Houston, Texas time, four Business Days before a proposed Competitive
Borrowing, and (ii) in the case of Fixed Rate Loans, not later than
9:00 a.m., Houston, Texas time, on the Borrowing Date of a proposed
Competitive Borrowing.

3/ Which may not be a date later than the Termination Date.

144
Exhibit 2.21

BORROWING SUBSIDIARY COUNTERPART

Date: _____________, ____

To the Banks and the Agents
Referred to Below
c/o Texas Commerce Bank National
Association, as Administrative Agent
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Revolving
Credit Agreement, dated as of May 31, 1995 (as from time to time amended, the
"Credit Agreement") among Xxxxxxxx-Xxxxxx Industries, Inc. (the "Company"), the
other Borrowers defined therein, if any, Credit Suisse, as Documentation Agent,
Texas Commerce Bank National Association, as Administrative Agent, Chemical
Bank, as Auction Administration Agent and the Co-Agents defined therein. All
capitalized terms used but not defined herein shall have the meaning set forth
in the Credit Agreement.

The Company and ____________________ (the "Designated
Borrowing Subsidiary") (i) confirm that the Designated Borrowing Subsidiary is
a Wholly-Owned Subsidiary and (ii) make the representations and warranties as
to the Designated Borrowing Subsidiary contained in Article IV of the Credit
Agreement. The Designated Borrowing Subsidiary hereby agrees to be bound in
all respects by the terms of the Credit Agreement, including without
limitation, Article VI thereof and to perform all of the obligations of a
Borrowing Subsidiary thereunder.

The Company hereby ratifies and confirms the Guaranty with
respect to all Loans made by any Bank to the Designated Borrowing Subsidiary.

The address to which communications to the Designated
Borrowing Subsidiary under the Credit Agreement should be directed is:
______________________________________________________. This instrument shall
be construed in accordance with and governed by the laws of the State of Texas.
Loan proceeds should be deposited to the undersigned's account
___________________________________.

Upon the execution of this Borrowing Subsidiary Counterpart by
the Designated Borrowing Subsidiary, and the acceptance by the Administrative
Agent, the Designated Borrowing Subsidiary shall become a Borrowing Subsidiary
under the Credit Agreement as though it was an
145
Texas Commerce Bank
National Association
as Administrative Agent
Page Two

original party thereto and shall be entitled to borrow under the Credit
Agreement upon the satisfaction of the conditions precedent set forth in
Section 3.01, Section 3.02, Section 3.03 and Section 3.04 of the Credit
Agreement.

Very truly yours,

[DESIGNATED BORROWING SUBSIDIARY]

By:___________________________________
Name:
Title:

Accepted as of the date first above written.

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Administrative Agent

By; __________________________________
Name:
Title:
146
Exhibit 2.03C

FORM OF COMPETITIVE BID

Chemical Bank, as Auction Administration
Agent for the Banks referred to below
000 Xxxx 00xx Xxxxxx, 00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000 [Date]

Attention: Agent Bank Services

Dear Sirs:

The undersigned, [Name of Bank], refers to the Second Amended
and Restated Revolving Credit Agreement dated as of May 31, 1995 (as the same
may from time to time be amended, modified or supplemented, the "Credit
Agreement"), among Xxxxxxxx-Xxxxxx Industries, Inc. (the "Company"), the other
Borrowers, the Banks named therein, Credit Suisse, as Documentation Agent,
Texas Commerce Bank National Association, as Administrative Agent, Chemical
Bank, as Auction Administration Agent, and the Co-Agents (defined therein).
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. The undersigned
hereby makes a Competitive Bid pursuant to Section 2.03(b) of the Credit
Agreement, in response to the Competitive Bid Request made by ____________1/ on
_______, 19__, and in that connection sets forth below the terms on which such
Competitive Bid is made:

(A) Principal Amount 2/ ________________________________________

(B) Competitive Bid Rate 3/ ________________________________________

The undersigned hereby confirms that it is prepared to extend
credit to ______________1/ upon acceptance by ____________1/ of this bid in
accordance with Section 2.03(d) of the Credit Agreement.

Very truly yours,

[NAME OF BANK]

By: ________________________________
Name:
Title:

__________________________
1/ Either the Company or (name of another Borrower), as appropriate

2/ Not less than $25,000,000 or greater than the requested Competitive
Borrowing and in integral multiples of $10,000,000 above said
$25,000,000. Multiple bids will be accepted by the Auction
Administration Agent.

3/ i.e. LIBO Rate + or - _____%, in the case of Eurodollar Loans, or
_____%, in the case of Fixed Rate Loan (in each case, expressed in the
form of a decimal to no more than four decimal places).

4/ The Interest Period must be the Interest Perid specified in the
Competitive Bid Request.

147
Exhibit 2.04

FORM OF COMMITTED BORROWING REQUEST

Texas Commerce Bank National Association,
as Administrative Agent for
the Banks parties to the Credit Agreement
referred to below
0000 Xxxxxx, 0xx Xxxxx XX 46
Xxxxxxx, Xxxxx 00000

Attention: Capital Markets and Loan and Discount Department
[Date]

Dear Sirs:

Reference is made to the Second Amended and Restated Revolving
Credit Agreement dated as of May 31, 1995 (as the same may from time to time be
amended, modified or supplemented, the "Credit Agreement"), among the
undersigned, the other Borrowers, the Banks named therein, Credit Suisse, as
Documentation Agent, Texas Commerce Bank National Association, as
Administrative Agent, Chemical Bank, as Auction Administration Agent, and the
Co-Agents (defined therein). Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement. The undersigned hereby gives you notice pursuant to Section 2.04 of
the Credit Agreement that it requests a Committed Borrowing under the Credit
Agreement, and in that connection sets forth below the terms on which such
Committed Borrowing is requested to be made:

(A) Borrowing Date of Committed
Borrowing (which is a Business Day) _______________________________

(B) Aggregate Principal Amount of
Committed Borrowing _______________________________

(D) Interest Period and the last
day thereof _______________________________

By each of the delivery of this Committed Borrowing Request
and the acceptance of any or all of the Loans made by the Banks in response to
this request, the undersigned and the Company, if not the undersigned, shall be
deemed to have represented and warranted that the conditions to lending
specified in Article III of the Credit Agreement have been satisfied with
respect to the Committed Borrowing requested hereby.

Very truly yours,

[NAME OF BORROWER]
By: _________________________________
Name:
Title:

XXXXXXXX-XXXXXX INDUSTRIES, INC.

By: _________________________________
Name:
Title:

148
Exhibit 3.01-A

[Xxxxxxxx-Xxxxxx Industries]

_________________________, 1995

The Banks and Agents
Referred to Below
c/o Texas Commerce Bank National
Association, as Administrative Agent
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Gentlemen:

This opinion is furnished pursuant to Section 3.01(g) of the
Second Amended and Restated Revolving Credit Agreement, dated as of May 31,
1995 (the "Agreement"), among Xxxxxxxx-Xxxxxx Industries, Inc., a Delaware
corporation (the "Company"), the Retiring Bank defined therein,the other
financial institutions therein referred to (the "Banks"), Credit Suisse, as
documentation agent (the "Documentation Agent"), Texas Commerce Bank National
Association, as administrative agent for the Banks (the "Administrative
Agent"), Chemical Bank, as auction administration agent (the "Auction
Administration Agent") and the Co-Agents defined therein. Capitalized terms
defined in the Agreement have the same meanings in this opinion unless
otherwise defined herein.

I am Associate General Counsel of the Company, and solely in
such capacity have examined, either personally or through attorneys under my
supervision, originals, or copies certified to my or their satisfaction, of the
Agreement, the Notes executed and delivered by the Company on the date hereof
(the "Notes"), the letter agreement between the Company and the Administrative
Agent (the "Administrative Agent's Letter"), the letter agreement between the
Company and the Auction Administration Agent (the "Auction Administration
Agent's Letter") and such other corporate records, certificates of corporate
officials as to certain matters of fact, and instruments and documents as I or
they have deemed necessary or advisable as a basis for the opinions set forth
herein. The Agreement, the Notes, the Administrative Agent's Letter and the
Auction Administration Agent's Letter are sometimes collectively referred to as
the "Credit Documents."
149
The Banks and Agents
Page 2

In such examination, I have assumed (i) the genuineness of all
signatures (other than the signatures of Persons signing on behalf of the
Company), the authenticity and completeness of all documents, certificates,
instruments and records submitted to me as originals and the conformity to the
original instruments of all documents submitted to me as copies, and the
authenticity and completeness of the originals of such copies, (ii) the due
authorization, execution and delivery by each of the Agents and the Banks of
the Credit Documents to which they are a party, (iii) that each of the Agents
and the Banks has all requisite power and authority to execute, deliver and
perform the Credit Documents to which they are a party and (iv) the
enforceability of the Agreement and the Bank Letter against each of the Banks.

In addition, in rendering this opinion, I have relied upon, as
to certain matters of fact, certificates of officers of the Company and
certificates or telegrams of public officials, without any independent
investigation of such matters.

Based upon the foregoing and relying upon the correctness of
all statements of fact contained in the documents, certificates and records
that I have examined either personally or through attorneys under my
supervision, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, I am of the opinion that:

1. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware,
and is duly qualified to do business in each jurisdiction in which the
character or location of its properties or the nature or conduct of its
business makes such qualification necessary, except for those jurisdictions
where the failure to be so qualified would not have a material adverse effect
on the consolidated financial condition of the Company and its Subsidiaries,
taken as a whole. Each Principal Subsidiary (determined as of September 30,
1994) is a corporation duly incorporated, validly existing and in good standing
under the laws of its state of incorporation. The Company and each Principal
Subsidiary have the corporate power to own their respective properties and to
carry on their respective businesses as now conducted.

2. The execution, delivery and performance by the
Company of the Credit Documents are within its corporate powers, have been duly
authorized by all necessary corporate action, and do not conflict with or
constitute a default under (i) the Restated Articles of Incorporation or the
Bylaws, as amended, of the Company, or (ii) any law, rule, regulation, order or
judgment or contractual restriction of the Company known to me, the violation
of which would have a material adverse effect on the Company and its
Subsidiaries on a consolidated basis.

3. No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required by the laws of the State of Texas,
150
The Banks and Agents
Page 3

the corporation laws of the State of Delaware or, to my knowledge, the federal
laws of the United States of America for the due execution, delivery and
performance by the Company of the Credit Documents, provided that I express no
opinion as to the applicability of federal or state blue sky or securities
laws, rules or regulations.

4. The Credit Documents have been duly and validly
executed by the Company.

5. The Agreement, the Administrative Agent's Letter and
the Auction Administration Agent's Letter constitute and, upon the making of
the initial Loan to the Company under the Notes, the Notes will constitute
valid and binding obligations of the Company, each of which is enforceable in
accordance with its respective terms. Upon the making of the initial Loan to a
Borrowing Subsidiary, the Guaranty will constitute a valid and binding
obligation of the Company enforceable in accordance with its terms.

6. To my knowledge, except as set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 1994 or in
the Company's Quarterly Reports on Form 10-Q for the fiscal quarter ended March
31, 1995, there are no legal or governmental proceedings or investigations
pending or threatened against the Company or any Subsidiary or any property of
the Company or any Subsidiary which individually or, to the extent involving
related claims, in the aggregate, involve a material risk of being resolved in
a manner that would have a material adverse effect on (i) the financial
condition of the Company and its Subsidiaries considered as a whole or (ii) the
ability of the Company to perform its obligations under the Credit Documents.

7. The Company is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, nor is the Company a "holding
company" or a "subsidiary company" of a "holding company" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

In rendering the opinions expressed in paragraph 5 I have
assumed, with your approval and without independent investigation, the
following (except insofar as such assumptions could include the foregoing
opinions regarding the Company): (a) there are no fees, charges, points,
discounts, premiums or other additional considerations, amounts or benefits of
any nature contracted for, charged to or paid by, or to be charged to or paid
by, the Company or any other Person for the use or forbearance or detention of
money other than as expressly described and identified in the Credit Documents,
(b) other than as expressly set forth or referred to in the Credit Documents,
there are no other agreements, written or oral, for the contracting, charging
or payment of any amounts or giving of any benefits in each event by the
Company or any other Person to or for the benefit of the Administrative Agent,
any other Agent or any Bank, (c) notwithstanding the provisions in the Credit
Documents providing in certain instances for the computation of accrued
interest on the basis
151
The Banks and Agents
Page 4

of the number of actual days elapsed over a 360-day year, such computation will
be made in regard to a year of 365 or 366 days, as the case may be, in the
event that the use of a 360-day computation will yield a rate of interest in
excess of the maximum nonusurious per annum rate of interest permitted by
applicable law ("Maximum Rate") or an amount of interest in excess of the
amount computed at the Maximum Rate, (d) for purposes of the Credit Documents
and the transactions evidenced thereby, the term "interest" includes the
aggregate of all fees, charges and other amounts which constitute or are deemed
to constitute compensation for the use or forbearance or detention of money or
"interest" under the laws of the State of Texas, (e) neither the Company nor
any other Person liable, directly or indirectly, for the payment of any Note or
any other indebtedness, obligations or liabilities arising under and in
connection with the Credit Documents shall ever be required to pay unearned
interest in respect of any such indebtedness, obligations or liabilities and
(f) all funds requested by the Company pursuant to the Credit Agreement will be
disbursed to the Company in the amount so requested, and the Company will have
full use of the funds borrowed pursuant to the Credit Agreement subject to the
permitted purposes for use of loan proceeds (to the extent any of the foregoing
is not correct, my opinion on enforceability are accordingly limited and
qualified).

The foregoing opinions are subject to the following
qualifications, limitations and exceptions:

(A) With respect to the opinion set forth in paragraph 5
above, I advise you that (i) the enforceability of the Credit Documents may be
limited by or affected by bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to creditors' rights generally
or providing for relief of debtors, including, without limitation, applicable
fraudulent transfer and fraudulent conveyance laws, (ii) the remedies of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses or principles or to the discretion of the court
before which any proceeding therefor may be brought, regardless of whether such
proceeding be deemed one in law or equity, (iii) rights to indemnity under the
Credit Documents may be limited by state or federal laws and the policies
underlying such laws and (iv) provisions of the Credit Documents which permit
any Agent, the Co-Agent or any Bank to take action or make determinations may
be subject to a requirement that such action be taken or such determination be
made on a reasonable basis and in good faith.

(B) I express no opinion with respect to the effect,
validity or enforceability of any term of any Credit Document purporting to (i)
establish evidentiary standards, (ii) waive statutory rights or remedies, (iii)
waive future laws or rights that may arise in the future or (iv) prohibit the
transfer, alienation, hypothecation or encumbrance of property.
152
The Banks and Agents
Page 5

I am licensed to practice law in the State of Texas and I
express no opinion as to matters not governed by the federal laws of the United
States of America, the corporation laws of the State of Delaware or the laws of
the State of Texas.

The opinions expressed herein are for the sole benefit of, and
may only be relied upon by, the Agents, the Banks and any other holders of the
Notes or of any interest therein or in the Loans, and, without my prior written
consent, may not be relied upon in any manner by any other Person. This
opinion may not be furnished to any other Person without my prior written
consent, except that this opinion may be provided (i) to the independent
auditors and attorneys of each Agent and each Bank, (ii) to any state or
federal authority having regulatory jurisdiction over either Agent or any Bank,
as applicable, (iii) pursuant to an order or legal process of any court or
governmental agency, (iv) to any successor to either Agent or any Bank and (v)
in connection with any legal action to which either Agent or any Bank, as
applicable, is a party arising out of the Credit Documents or relating to the
transactions provided for therein. The opinions expressed herein are as of the
date hereof (and not as of any other date, including, without limitation, the
effective date of any Credit Document if a date other than the date hereof) and
I make no undertaking to amend or supplement such opinions as facts and
circumstances come to my attention or changes in the law occur which could
affect such opinions.

Very truly yours,
153

Exhibit 3.01-B

[Letterhead of Xxxxxxx & Xxxxx]

_______________________, 1995

The Banks and the Agents
Referred to Below
c/o Texas Commerce Bank National
Association, as Administrative Agent
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000

Gentlemen:

We have acted as special Texas counsel for Credit Suisse, as
documentation agent (the "Documentation Agent"), Texas Commerce Bank National
Association, as administrative agent (the "Administrative Agent"), Chemical
Bank, as auction administration agent (the "Auction Administration Agent") and
the Co-Agents (as defined in the Credit Agreement) in connection with the
Second Amended and Restated Revolving Credit Agreement dated as of May 31, 1995
(the "Credit Agreement") among Xxxxxxxx-Xxxxxx Industries, Inc. (the
"Company"), the Documentation Agent, the Retiring Bank (as defined in the
Credit Agreement) and the other banks that are parties thereto (such other
banks being the "Banks"). This opinion is being rendered pursuant to Section
3.01(h) of the Credit Agreement. Capitalized terms used herein which are
defined in the Credit Agreement shall have the meanings specified therein
unless otherwise defined herein.

We have examined (a) counterparts of the Credit Agreement
executed by the Agents, the Co-Agents, the Company and each of the Banks and
(b) the Notes delivered by the Company to the Administrative Agent for the
account of the respective Banks on the date hereof pursuant to Section 3.01(b)
of the Credit Agreement (the "Notes"). We understand, and for purposes hereof
have assumed, that (i) the Credit Agreement and the Notes of the Company have
been duly authorized, executed and delivered by the Company and the Company has
the requisite power and authority to execute, deliver and perform such
instruments and (ii) the Credit Agreement has been duly authorized, executed
and delivered by the several Banks, the Agents and the Co-Agents, and that each
such Person has the requisite power and authority to execute, deliver and
perform the Credit Agreement.
154
Based on the foregoing and having due regard for legal
considerations which we deem relevant, we are of the opinion that (a) the
Credit Agreement constitutes a valid, binding and enforceable obligation of the
Company, (b) upon the funding of the initial Loan to the Company, the Notes of
the Company will constitute valid, binding and enforceable obligations of the
Company and (c) upon the funding of the initial Loan to a Borrowing Subsidiary,
the Guaranty will constitute a valid, binding and enforceable obligation of the
Company.

The foregoing opinion is subject to the following
qualifications:

(A) The enforceability of the Credit Agreement and the
Notes may be limited by general principles of equity (whether considered at law
or in equity) and by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting the enforcement of creditors'
rights generally.

(B) We express no opinion as to whether federal law
allows any of the Banks located in a state other than the State of Texas to
contract for, take, receive, reserve or charge interest in respect of the Loans
or the Notes (i) at a rate permitted by the laws of such other state but in
excess of the maximum rate permitted by the laws of the State of Texas or (ii)
at a rate permitted by the laws of the State of Texas but in excess of the
maximum rate permitted by the laws of such other state.

(C) We have not been called upon to, and accordingly do
not, express any opinion as to the various state and federal laws regulating
banks or the conduct of their business that may relate to the Credit Agreement
and the Notes and the transactions contemplated thereby. We express no opinion
as to the enforceability of (i) any indemnity provisions contained in the
Credit Agreement to the extent they conflict with pubic policy, (ii) any
severability provisions contained in the Credit Agreement and (iii) any
provision in the Credit Agreement or the Notes purporting to waive any defense
to the performance of contract obligations or any other right which, as a
matter of law, may not be effectively waived.

This opinion is limited in all respects to the laws of the
State of Texas and applicable federal law. This opinion is provided to you
solely for the purpose of complying with a condition set forth in the Credit
Agreement and, without our prior written consent, this opinion may not be
relied upon in any manner by any other Person (other than a Person who becomes
a Bank under the Credit Agreement).

Very truly yours,

-2-
155
Exhibit 9.11

FORM OF ASSIGNMENT AND ACCEPTANCE

DATED ______________________, 19__________

Reference is made to the Second Amended and Restated Revolving
Credit Agreement dated as of May 31, 1995 (the "Credit Agreement"), among
Xxxxxxxx-Xxxxxx Industries, Inc., a Delaware corporation, the other Borrowers
(as defined in the Credit Agreement), if any, the Banks (as defined in the
Credit Agreement) named therein, Credit Suisse, as Documentation Agent, Texas
Commerce Bank National Association, as Administrative Agent, Chemical Bank, as
Auction Administration Agent and the Co-Agents defined therein. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Credit Agreement.

__________________________________________________________ (the "Assignor") and
____________________________________________ (the "Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the
Assignee, without recourse, and the Assignee hereby purchases and assumes from
the Assignor, a __________% interest in and to all the Assignor's rights and
obligations under the Credit Agreement as of the Assignment Date (as defined
below) (including, without limitation, such percentage interest in the
Commitment of the Assignor on the Assignment Date and such percentage interest
in the Committed Loans and Competitive Loans owing to the Assignor outstanding
on the Assignment Date together with such percentage interest in all unpaid
interest with respect to such Committed Loans and Competitive Loans and
Facility Fees accrued to the Assignment Date and such percentage interest in
the Committed Notes and the Competitive Notes held by the Assignor).

2. The Assignor (i) represents that as of the date
hereof, its Commitment (without giving effect to assignments thereof which have
not yet become effective) is $___________________________________ and the
outstanding balance of its Committed Loans (unreduced by any assignments
thereof which have not yet become effective) is
$___________________________________ and the outstanding balance of its
Competitive Loans (unreduced by any assignments thereof which have not yet
become effective) is $___________________________________; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of
156
the Borrowers or the performance or observance by the Borrowers of any of their
respective obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) confirms that it has delivered
the Committed Notes and the Competitive Notes held by it to the Administrative
Agent and requests that the Administrative Agent exchange such Notes for a new
Committed Note and a new Competitive Note executed by the Company and payable
to the Assignee in a principal amount equal to $______________________________
and $_____________________________, respectively(1), A NEW COMMITTED NOTE AND A
NEW COMPETITIVE NOTE EXECUTED BY THE COMPANY AND PAYABLE TO THE ASSIGNOR IN A
PRINCIPAL AMOUNT EQUAL TO $______________________________ AND
$______________________________, RESPECTIVELY(2).

3. The Assignee (i) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance; (ii) confirms
that it has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 4.07 or 5.07
thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (iii) agrees that it will, independently and without reliance upon
the Agents, the Assignor or any other Bank 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 the Credit Agreement;
(iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the
Agents to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement as are delegated to such Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (vi) agrees
that it will perform in accordance with their terms all the obligations which
by the terms of the Credit Agreement are required to be performed by it as a
Bank; (vii) agrees that it will keep confidential all information with respect
to the Borrowers furnished to it by a Borrower or the Assignor (other than
information generally available to the public or otherwise available to the
Assignor on a nonconfidential basis); [AND] (viii) confirms that it has
delivered a completed Administrative Questionnaire to the Administrative
Agent[; AND (IX) ATTACHES THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE
OF THE UNITED STATES CERTIFYING AS TO THE ASSIGNEE'S EXEMPTION FROM UNITED
STATES WITHHOLDING TAXES WITH RESPECT TO ALL PAYMENTS TO BE MADE TO THE
ASSIGNEE UNDER THE CREDIT AGREEMENT OR SUCH OTHER DOCUMENTS AS ARE NECESSARY TO
INDICATE THAT ALL SUCH PAYMENTS ARE SUBJECT TO SUCH TAX AT A RATE REDUCED BY AN
APPLICABLE TAX TREATY].(3)

__________________________________

(1). Add references to Committed Notes of Borrowers that have become parties
to the Credit Agreement pursuant to Section 2.21 thereof.

(2). Add references to Competitive Notes of Borrower that have become parties
to the Credit Agreement pursuant to Section 2.21 thereof.

(3). If the Assignee is organized under the laws of a jurisdiction outside the
United States.

-2-
157
4. The effective date for this Assignment and Acceptance
shall be ________ (the "Assignment Date").(4) Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent pursuant to Section
9.11(c) of the Credit Agreement.

5. Upon such acceptance and recording, from and after
the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Bank thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

6. Upon such acceptance and recording, from and after
the Assignment Date, the Administrative Agent shall make all payments in
respect of the interest assigned hereby (including payments of principal,
interest, fees and other amounts) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments for periods prior to the
Assignment Date by the Administrative Agent or with respect to the making of
this Assignment and Acceptance directly between themselves.

7. This Assignment and Acceptance 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.

8. This Assignment and Acceptance shall be governed by,
and construed and interpreted in accordance with, the laws of the State of
Texas.

[NAME OF ASSIGNOR]

Commitment: $_____________________ By:________________________________
Name:______________________________
Title:_____________________________

[NAME OF ASSIGNEE]

__________________________________

(4). See Section 9.11. Such date shall be at least five Business Days after
the execution of this Assignment and Acceptance and delivery thereof to the
Administrative Agent, unless otherwise agreed by the Assignee, the Assignor,
the Company and the Administrative Agent.

-3-
158

Commitment: $_____________________ By:________________________________
Name:______________________________
Title:_____________________________

[ADDRESS]
Telecopy Number:
Domestic Lending Office:

Eurodollar Lending Office:

Accepted this _________ day
of __________________, 19__

Texas Commerce Bank National Association,
as Administrative Agent,

By: ___________________________________
Name:
Title:

Consented to this _______ day of(5)
__________________________, 19__

Xxxxxxxx-Xxxxxx Industries, Inc.

By: ___________________________________
Name:
Title:

__________________________________

(5). If approval of the Company is required pursuant to Section 9.11 of
the Credit Agreement.

-4-

Document Metadata

Table of Contents

THE CONTINUING BANKS, THE NEW BANKS AND THE RETIRING BANKS NAMED HEREIN, THE CO-AGENTS, CREDIT SUISSE,

Document Metadata