Loan Agreement - Boots & Coots International Well Control Inc. and Comerica Bank


                                 LOAN AGREEMENT

                    ($25,000,000.00 REVOLVING LOAN FACILITY)

                         DATED AS OF OCTOBER 28, 1998

                                     AMONG

                BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.,
                                  AS BORROWER,

                              COMERICA BANK-TEXAS,
                           AS AGENT AND AS A LENDER,

                                      AND

                       THE OTHER LENDERS NOW OR HEREAFTER
                                 PARTIES HERETO

 
                               TABLE OF CONTENTS

                                                               PAGE
                                                               ----
1.   DEFINITIONS...............................................  1
     1.1   CERTAIN DEFINED TERMS...............................  1
     1.2   MISCELLANEOUS....................................... 20

2.   COMMITMENTS AND LOANS..................................... 21
     2.1   LOANS............................................... 21
     2.2   LETTERS OF CREDIT................................... 21
     2.3   TERMINATIONS OR REDUCTIONS OF  COMMITMENTS.......... 24
     2.4   COMMITMENT FEES..................................... 25
     2.5   SEVERAL OBLIGATIONS................................. 25
     2.6   NOTES............................................... 25
     2.7   USE OF PROCEEDS..................................... 26

3.   BORROWINGS, PAYMENTS, PREPAYMENTS AND INTEREST OPTIONS.... 26
     3.1   BORROWINGS.......................................... 26
     3.2   PAYMENTS AND PREPAYMENTS............................ 26
     3.3   INTEREST OPTIONS.................................... 27


4.   PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC........... 31
     4.1   PAYMENTS............................................ 31
     4.2   PRO RATA TREATMENT.................................. 33
     4.3   CERTAIN ACTIONS, NOTICES, ETC....................... 33
     4.4   NON-RECEIPT OF FUNDS BY AGENT....................... 34
     4.5   SHARING OF PAYMENTS, ETC............................ 34


5.   CONDITIONS PRECEDENT...................................... 35
     5.1   INITIAL LOANS AND LETTERS OF CREDIT................. 35
     5.2   ALL LOANS AND LETTERS OF CREDIT..................... 36

6.   REPRESENTATIONS AND WARRANTIES............................ 37
     6.1   ORGANIZATION........................................ 37
     6.2   FINANCIAL STATEMENTS................................ 37
     6.3   ENFORCEABLE OBLIGATIONS; AUTHORIZATION.............. 37
     6.4   OTHER DEBT.......................................... 38
     6.5   LITIGATION.......................................... 38
     6.6   TITLE............................................... 38
     6.7   TAXES............................................... 38
     6.8   REGULATIONS U AND X................................. 38
     6.9   SUBSIDIARIES........................................ 38

 
     6.10  NO UNTRUE OR MISLEADING STATEMENTS.................. 38
     6.11  ERISA............................................... 39
     6.12  INVESTMENT COMPANY ACT.............................. 39
     6.13  PUBLIC UTILITY HOLDING COMPANY ACT.................. 39
     6.14  SOLVENCY............................................ 39
     6.15  FISCAL YEAR......................................... 39
     6.16  COMPLIANCE.......................................... 39
     6.17  ENVIRONMENTAL MATTERS............................... 39
     6.18  COLLATERAL COVERED.................................. 40

7.   AFFIRMATIVE COVENANTS..................................... 40
     7.1   TAXES, EXISTENCE, REGULATIONS, PROPERTY, ETC........ 40
     7.2   FINANCIAL STATEMENTS AND INFORMATION................ 40
     7.3   FINANCIAL TESTS..................................... 41
     7.4   INSPECTION.......................................... 42
     7.5   FURTHER ASSURANCES.................................. 42
     7.6   BOOKS AND RECORDS................................... 42
     7.7   INSURANCE........................................... 42
     7.8   NOTICE OF CERTAIN MATTERS........................... 43
     7.9   CAPITAL ADEQUACY.................................... 43
     7.10  ERISA INFORMATION AND COMPLIANCE.................... 44
     7.11  ADDITIONAL SECURITY DOCUMENTS....................... 44
     
8.   NEGATIVE COVENANTS........................................ 45
     8.1   BORROWED MONEY INDEBTEDNESS......................... 45
     8.2   LIENS............................................... 45
     8.3   CONTINGENT LIABILITIES.............................. 45
     8.4   MERGERS, CONSOLIDATIONS AND DISPOSITIONS OF ASSETS.. 46
     8.5   REDEMPTION, DIVIDENDS AND DISTRIBUTIONS............. 46
     8.6   NATURE OF BUSINESS.................................. 46
     8.7   TRANSACTIONS WITH RELATED PARTIES................... 46
     8.8   LOANS AND INVESTMENTS............................... 46
     8.9   SUBSIDIARIES........................................ 47
     8.10  ORGANIZATIONAL DOCUMENTS............................ 47
     8.11  UNFUNDED LIABILITIES................................ 47
     8.12  OPERATING LEASE EXPENSES............................ 47
     8.13  SALE/LEASEBACKS..................................... 47
     8.14  SUBORDINATED INDEBTEDNESS........................... 47
     8.15  NEGATIVE PLEDGES.................................... 47
     8.16  ACQUISITIONS........................................ 48

9.   DEFAULTS.................................................. 48
     9.1   EVENTS OF DEFAULT................................... 48

                                       II

 
     9.2    RIGHT OF SETOFF.................................... 50
     9.3    COLLATERAL ACCOUNT................................. 51
     9.4    PRESERVATION OF SECURITY FOR LETTER OF CREDIT
             LIABILITIES....................................... 51
     9.5    REMEDIES CUMULATIVE................................ 51

10.  AGENT..................................................... 52
     10.1   APPOINTMENT, POWERS AND IMMUNITIES................. 52
     10.2   RELIANCE........................................... 53
     10.3   DEFAULTS........................................... 53
     10.4   MATERIAL WRITTEN NOTICES........................... 53
     10.5   RIGHTS AS A LENDER................................. 53
     10.6   INDEMNIFICATION.................................... 54
     10.7   NON-RELIANCE ON AGENT AND OTHER LENDERS............ 54
     10.8   FAILURE TO ACT..................................... 54
     10.9   RESIGNATION OR REMOVAL OF AGENT.................... 55
     10.10  NO PARTNERSHIP..................................... 55
     10.11  AUTHORITY OF AGENT................................. 55

11.  MISCELLANEOUS............................................. 56
     11.1   WAIVER............................................. 56
     11.2   NOTICES............................................ 56
     11.3   EXPENSES, ETC...................................... 56
     11.4   INDEMNIFICATION.................................... 57
     11.5   AMENDMENTS, ETC.................................... 58
     11.6   SUCCESSORS AND ASSIGNS............................. 58
     11.7   LIMITATION OF INTEREST............................. 61
     11.8   SURVIVAL........................................... 61
     11.9   CAPTIONS........................................... 62
     11,10  COUNTERPARTS....................................... 62
     11.11  GOVERNING LAW; VENUE............................... 62
     11.12  SEVERABILITY....................................... 62
     11.13  TAX FORMS.......................................... 62
     11.14  CONFLICTS BETWEEN THIS AGREEMENT AND THE OTHER
               LOAN DOCUMENTS.................................. 63
     11.15  LIMITATION ON CHARGES; SUBSTITUTE LENDERS;
                NON-DISCRIMINATION............................. 63
     11.16  CONFIDENTIALITY.................................... 64
     11.17  JURY WAIVER........................................ 64

                                      III

 
EXHIBITS
--------
     A -- Request for Extension of Credit
     B -- Rate Designation Notice
     C -- Revolving Note
     D -- Assignment and Acceptance
     E -- Compliance Certificate
     F -- Borrowing Base Certificate

                                       IV

 
                                 LOAN AGREEMENT
                                 --------------


     THIS LOAN AGREEMENT is made and entered into as of October 28, 1998 (the
"Effective Date"), by and among BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.,
a Delaware corporation (together with its permitted successors and assigns,
herein called the "Borrower"); each of the lenders which is or may from time to
time become a party hereto (individually, a "Lender" and, collectively, the
"Lenders")(the terms "Revolving Loan Lenders" and "Lenders" shall have the same
meaning hereunder), and COMERICA BANK-TEXAS ("Comerica"), as agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"Agent").

     The parties hereto agree as follows:

 1.  DEFINITIONS.

      1.1 CERTAIN DEFINED TERMS.

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

     Accounts, Equipment, General Intangibles and Inventory shall have the
respective meanings assigned to them in the Uniform Commercial Code enacted in
the State of Texas as Sections 1 through 11 of the Texas Business and Commerce
Code, in force on the Effective Date.

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

     Additional Collateral shall have the meaning ascribed to such term in
Section 7.8 hereof.

     Additional CollateraL Event shall have the meaning ascribed to such term in
Section 7.8 hereof.

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

     Affiliate means any Person controlling, controlled by or under common
control with any other Person.  For purposes of this definition, "control"
(including "controlled by" and "under 

 
common control with") means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or otherwise.

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

     Annual Financial Statements means the annual financial statements of a
Person, including all notes thereto, which statements shall include a balance
sheet as of the end of the fiscal year relating thereto and an income statement
and a statement of cash flows for such fiscal year, all setting forth in
comparative form the corresponding figures from the previous fiscal year, all
prepared in conformity with GAAP in all material respects, and accompanied by
the opinion of independent certified public accountants of recognized national
standing, which shall state that such financial statements present fairly in all
material respects the financial position of such Person and, if such Person has
any Subsidiaries, its consolidated Subsidiaries as of the date thereof and the
results of its operations for the period covered thereby in conformity with
GAAP.  Annual Financial Statements shall also include unaudited consolidating
financial statements for Borrower and its Subsidiaries, in Proper Form,
certified by the chief financial officer or other authorized officer of Borrower
as presenting fairly in all material respects the consolidating financial
position of the applicable Person.

     Applications means all applications and agreements for Letters of Credit,
or similar instruments or agreements, in Proper Form, now or hereafter executed
by any Person in connection with any Letter of Credit now or hereafter issued or
to be issued under the terms hereof at the request of Borrower.

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

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

     Base Rate means for any day a rate per annum equal to the lesser of (a) the
greater of (1) the Prime Rate for that day and (2) the Federal Funds Rate for
that day plus  1/2 of 1% or (b) the Ceiling Rate.  If for any reason Agent shall
have determined (which determination shall be conclusive and binding, absent
manifest error) that it is unable to ascertain the Federal Funds  Rate for any
reason, including, without limitation, the inability or failure of Agent to
obtain sufficient quotations in accordance with the terms hereof, the Base Rate
shall, until the circumstances giving rise to such inability no longer exist, be
the lesser of (a) the Prime Rate or (b) the Ceiling Rate.

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

     Borrowed Money Indebtedness means, with respect to any Person, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by 

                                       2

 
bonds, debentures, notes or similar instruments evidencing borrowed money, (iii)
all obligations of such Person under conditional sale or other title retention
agreements relating to Property purchased by such Person, (iv) all obligations
of such Person issued or assumed as the deferred purchase price of Property or
services (excluding trade debt and obligations of such Person to creditors for
raw materials, inventory, services and supplies and deferred payments for
services to employees and former employees incurred in the ordinary course of
such Person's business), (v) all lease obligations of such Person which have
been capitalized on the balance sheet of such Person in accordance with GAAP,
(vi) all obligations of others secured by any Lien on Property owned or acquired
by such Person, whether or not the obligations secured thereby have been
assumed, equal to the lesser of the amount of such obligation or the fair market
value of such Property, (vii) Interest Rate Risk Indebtedness of such Person,
(viii) all obligations of such Person in respect of outstanding letters of
credit issued for the account of such Person and (ix) all guarantees of such
Person.

     Borrowing Base means, as at any date, the amount of the Borrowing Base
shown on the Borrowing Base Certificate then most recently delivered pursuant to
Section 7.2 hereof, determined by calculating the amount equal to:

     (i)  80% of the aggregate amount of all Eligible Accounts of Borrower and
          its Subsidiaries (other than Foreign Subsidiaries) at said date, plus

     (ii) 50% of all Eligible Inventory of Borrower and its Subsidiaries (other
          than Foreign Subsidiaries) at said date (determined at the lower of
          cost or market on a consistent basis); provided that the amount
          calculated pursuant to this clause (ii) shall not exceed
          $10,000,000.00, plus

     (iii)80% of the aggregate amount of all Eligible Equipment of Elmagco,
          Inc. at said date; provided that no amounts shall be included in the
          Borrowing Base by reason of this clause (iii) after November 20, 1998,
          plus

     (iv) prior to (but not after) November 20, 1998, $3,500,000.00.

In the absence of a current Borrowing Base Certificate, Agent shall determine
the Borrowing Base from time to time in its reasonable discretion, taking into
account all information reasonably available to it, and the Borrowing Base from
time to time so determined shall be the Borrowing Base for all purposes of this
Agreement until a current Borrowing Base Certificate, in Proper Form, is
furnished to and accepted by Agent.

     Borrowing Base Certificate shall mean a certificate, duly executed by the
chief executive officer, chief financial officer, treasurer or controller of
Borrower, appropriately completed and in substantially the form of Exhibit F
hereto.  Each Borrowing Base Certificate shall be effective only as accepted by
Agent (and with such revisions, if any, as Agent may reasonably require as a
condition to such acceptance).

                                       3

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

     Ceiling Rate means, on any day, with respect to any Person, the maximum
nonusurious rate of interest permitted for that day by whichever of applicable
federal or Texas (or any jurisdiction whose usury laws are deemed to apply to
the Notes or any other Loan Documents despite the intention and desire of the
parties to apply the usury laws of the State of Texas) laws permits the higher
interest rate, stated as a rate per annum.  On each day, if any, that Chapter 1D
establishes the Ceiling Rate, the Ceiling Rate shall be the "weekly rate
ceiling" (as defined in (S)303 of the Texas Finance Code ) for that day.  Agent
may from time to time, as to current and future balances, implement any other
ceiling under the Texas Finance Code or Chapter 1D by notice to Borrower, if and
to the extent permitted by the Texas Finance Code or Chapter 1D.  Without notice
to Borrower or any other person or entity, the Ceiling Rate shall automatically
fluctuate upward and downward as and in the amount by which such maximum
nonusurious rate of interest permitted by applicable law fluctuates.

     Change of Control means a change resulting when any Unrelated Person or any
Unrelated Persons (other than any Person that Beneficially Owns at least 10% of
the aggregate voting power of all classes of Voting Stock of Borrower as of the
date hereof) acting together which would constitute a Group together with any
Affiliates or Related Persons thereof (in each case also constituting Unrelated
Persons) shall at any time either (i) Beneficially Own more than 50% of the
aggregate voting power of all classes of Voting Stock of Borrower or (ii)
succeed in having sufficient of its or their nominees elected to the Board of
Directors of Borrower such that such nominees, when added to any existing
directors remaining on the Board of Directors of Borrower after such election
who is an Affiliate or Related Person of such Person or Group, shall constitute
a majority of the Board of Directors of Borrower.  As used herein (a)
"Beneficially Own" means "beneficially own" as defined in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, or any successor provision thereto;
provided, however, that, for purposes of this definition, a Person shall not be
deemed to Beneficially Own securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person's Affiliates
until such tendered securities are accepted for purchase or exchange; (b)
"Group" means a "group" for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended; (c) "Unrelated Person" means at any time any Person
other than Borrower or any Subsidiary of Borrower and other than any trust for
any employee benefit plan of Borrower or any Subsidiary of Borrower; (d)
"Related Person" of any Person shall mean any other Person owning (1) 5% or more
of the outstanding common stock of such Person or (2) 5% or more of the Voting
Stock of such Person; and (e) "Voting Stock" of any Person shall mean capital
stock of such Person which ordinarily has voting power for the election of
directors (or persons performing similar functions) of such Person, whether at
all times or only so long as no senior class of securities has such voting power
by reason of any contingency.

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

                                       4

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

     Collateral means all Property, tangible or intangible, real, personal or
mixed, now or hereafter subject to the Liens created pursuant to any of the
Security Documents.

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

     Consolidated Current Assets means, on any date as of which the amount
thereof is to be determined, the total assets of Borrower and its Subsidiaries
which would be shown as current assets on a balance sheet of Borrower and its
Subsidiaries prepared in accordance with GAAP at such time.

     Consolidated Current Liabilities means, on any date as of which the amount
thereof is to be determined, the total liabilities of Borrower and its
Subsidiaries which would be shown as current liabilities on a balance sheet of
Borrower and its Subsidiaries prepared in accordance with GAAP at such time.

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

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

     Cover for Letter of Credit Liabilities shall be effected by paying to Agent
immediately available funds, to be held by Agent in a collateral account
maintained by Agent at its Principal Office and collaterally assigned as
security for the financial accommodations extended pursuant to this Agreement
using documentation reasonably satisfactory to Agent, in the amount required by
any applicable provision hereof.  Such amount shall be retained by Agent in such
collateral account until such time as in the case of the Cover being provided
pursuant to Sections 2.2(a) or 9.3 hereof, the applicable Letter of Credit shall
have expired and the Reimbursement Obligations, if any, with respect thereto
shall have been fully satisfied; provided, however, that at such time if a
Default or Event of Default has occurred and is continuing, Agent shall not be
required to release such amount in such collateral account until such Default or
Event of Default shall have been cured or waived.

     Debt to EBITDA Ratio means, as of any day, the ratio of (a) Borrowed Money
Indebtedness of Borrower and its consolidated Subsidiaries as of such date to
(b) EBITDA for the 12 months ending on such date; provided however, that for
purposes of this ratio only, so long as Borrower shall have delivered to Agent
financial information satisfactory to the Super Majority Lenders regarding the
Property acquired which disclose the prior operating results of such Property,
the pro forma effect of any acquisition by Borrower or any of its consolidated
Subsidiaries of any Subsidiary during such 12-month period shall be included in
EBITDA as if such acquisition occurred on the first day of such period.

                                       5

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

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

     EBITDA  means, without duplication, for any period the consolidated net
earnings (excluding any extraordinary gains) of Borrower and its Subsidiaries
plus, to the extent deducted in calculating consolidated net income,
depreciation, amortization, other non-cash items, Interest Expense, and federal,
state and foreign income tax expense.

     Eligible Accounts shall mean, as at any date of determination thereof, each
Account of Borrower or any of its Subsidiaries (other than Foreign Subsidiaries)
which is subject to a Lien created by any Security Document and on which Agent
shall have a first-priority perfected Lien (subject only to Permitted Liens)
which is at said date payable to Borrower or any such Subsidiary and which
complies with the following requirements:  (a) (i) the subject goods have been
sold to an account debtor on an absolute sale basis on open account and not on
consignment, on approval or on a "sale or return" basis or subject to any other
repurchase or return agreement and no material part of the subject goods has
been returned, rejected, lost or damaged (provided that the foregoing shall not
disqualify accounts arising from goods sold with usual and customary sales
warranties or having warranty claims which are not material), (ii) the Account
is stated to be payable in Dollars and is not evidenced by chattel paper or an
instrument of any kind (unless Agent has a perfected first priority Lien
(subject only to Permitted Liens) on such chattel paper or instrument) and said
account debtor is not insolvent or the subject of any bankruptcy or insolvency
proceedings of any kind unless Borrower or its applicable Subsidiary, as the
case may be, has received a letter of credit, bond or other financial guarantee
in an amount equal to or greater than such Account issued by a Qualified
Institution and otherwise in form and substance satisfactory to Agent; (b) the
account debtor must be located in the United States, except for (x) Accounts as
to which Borrower or its applicable Subsidiary, as the case may be, has received
a letter of credit, bond or other financial guarantee in an amount equal to or
greater than such Account issued by a Qualified Institution and otherwise in
form and substance satisfactory to Agent and (y) other Accounts approved in
writing by Agent from major U.S. international companies' foreign domiciled
subsidiaries and affiliates (such approval not to be unreasonably withheld so
long as the aggregate amount of such Accounts does not exceed $4,375,000.00);
(c) it is a valid obligation of the account debtor thereunder and is not subject
to any offset or other defense on the part of such account debtor or to any
claim on the part of such account debtor denying liability thereunder (provided
that the foregoing shall not disqualify accounts arising from goods sold with
usual and customary sales warranties or having warranty claims which are not
material); (d) it is subject to no Lien whatsoever, except for the Liens created
or permitted pursuant to the Loan Documents; (e) it is evidenced by an invoice
submitted to the account debtor in timely fashion and in the normal course of
business; (f) it has not remained unpaid beyond 90 days after the date of the
invoice; (g) it does not arise out of transactions with an employee, officer,
agent, director or stockholder of Borrower or any of its Subsidiaries or any
Affiliate of Borrower or any of its Subsidiaries; (h) not more than 20% (or such
higher percentage as Agent may approve in writing for any particular account
debtor) of the other Accounts of the applicable account debtor or any of its
Affiliates fail to satisfy all of the requirements of an "Eligible Account"; (i)
inclusion of the 

                                       6

 
applicable Account does not cause the total Eligible Accounts with respect to
the applicable account debtor and its Affiliates, in the aggregate, to exceed
10% of the total Eligible Accounts, and (j) each of the representations and
warranties set forth in the Security Documents executed by Borrower and its
Subsidiaries with respect thereto is true and correct in all material respects
on such date. In the event of any dispute under the foregoing criteria, about
whether an Account is or has ceased to be an Eligible Account, the decision of
Agent, made in good faith, shall be conclusive and binding, absent manifest
error.

     Eligible Equipment shall mean, as at any date of determination thereof,
Equipment of Elmagco, Inc. which is subject to a Lien created by any Security
Documents and on which Agent shall have a first-priority perfected Lien (subject
only to Permitted Liens) and which complies with the following requirements:
(a) such Equipment shall be valued in accordance with GAAP and shall be within
the United States of America; (b) it is in good condition (ordinary wear and
tear excepted), meets all standards imposed by any Governmental Authority having
regulatory authority over it and/or its use and is currently usable in the
normal course of business of Elmagco, Inc.; (c) it is in the possession or
control of Elmagco, Inc., and (d) each of the representations and warranties set
forth in the Security Documents executed by Elmagco, Inc. with respect thereto
is true and correct in all material respects on such date.  In the event of any
dispute under the foregoing criteria, about whether a portion of Equipment is or
has ceased to be Eligible Equipment, the decision of Agent, made in good faith,
shall be conclusive and binding, absent manifest error.

     Eligible Inventory shall mean, as at any date of determination thereof,
Inventory of Borrower or any of its Subsidiaries (other than Foreign
Subsidiaries) which is subject to a Lien created by any Security Documents and
on which Agent shall have a first-priority perfected Lien (subject only to
Permitted Liens) and which complies with the following requirements:  (a) such
Inventory shall be valued in accordance with GAAP and consist of (i) eligible
raw materials and (ii) finished goods, provided that all such Inventory shall be
within the United States of America; (b) it is in good condition, meets all
standards imposed by any Governmental Authority having regulatory authority over
it, its use and/or sale and is either currently usable or currently salable in
the normal course of business of the Borrower or its applicable Subsidiary, as
the case may be; (c) it is not in the possession or control of any warehouseman,
bailee, or any agent or processor for or customer of Borrower or any of its
Subsidiaries or, if it is, (i) Borrower or its applicable Subsidiary, as the
case may be, shall have notified, in a manner that effectively under applicable
law creates a valid and first priority Lien in favor of Agent in such Inventory,
such warehouseman, bailee, agent, processor or customer of Agent's Lien and (ii)
such warehouseman, bailee, agent, processor or customer has subordinated any
Lien it may claim therein and agreed to hold all such Inventory during the
continuance of an Event of Default for Agent's account subject to the Agent's
instructions, and (d) each of the representations and warranties set forth in
the Security Documents executed by Borrower and its Subsidiaries with respect
thereto is true and correct in all material respects on such date.  In the event
of any dispute under the foregoing criteria, about whether a portion of
Inventory is or has ceased to be Eligible Inventory, the decision of Agent, made
in good faith, shall be conclusive and binding, absent manifest error.

                                       7

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

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

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

     Equity Interests means equity interests in Borrower issued after the date
hereof upon terms issued on terms acceptable to Super Majority Lenders.

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

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

                                       8

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

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

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

     Financing Statements means all such Uniform Commercial Code financing
statements as Agent shall reasonably require, in Proper Form, duly executed by
Borrower (or any other applicable Obligor) to give notice of and to perfect or
continue perfection of Agent's Liens in any applicable Collateral, as any of the
foregoing may from time to time be amended, modified, supplemented or restated.

     Foreign Subsidiaries means Subsidiaries of Borrower which are organized
under the laws of a jurisdiction other than the United States of America, any
State of the United States or any political subdivision thereof.

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

     GAAP means, as to a particular Person, such accounting practice as, in the
opinion of independent certified public accountants of recognized national
standing regularly retained by such Person, conforms at the time to generally
accepted accounting principles, consistently applied for all periods after the
Effective Date so as to present fairly the financial condition, and results of
operations and cash flows, of such Person.  If any change in any accounting
principle or practice is required by the Financial Accounting Standards Board,
all reports and financial statements required 

                                       9

 
hereunder may be prepared in accordance with such change so long as Borrower
provides to Agent such disclosures of the impact of such change as Agent may
reasonably require. No such change in any accounting principle or practice
shall, in itself, cause a Default or Event of Default hereunder (but Borrower,
Agent and Lenders shall negotiate in good faith to replace any financial
covenants hereunder to the extent such financial covenants are affected by such
change in accounting principle or practice).

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

     Guaranties means, collectively, (i) the Guaranties dated concurrently
herewith executed by each of the current Subsidiaries of Borrower (other than
Foreign Subsidiaries) in favor of Agent, for the benefit of Lenders, and (ii)
any and all other guaranties hereafter executed in favor of Agent, for the
benefit of Lenders, relating to the Obligations, as any of them may from time to
time be amended, modified, restated or supplemented.

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

     Indebtedness means, without duplication, (a) all items which in accordance
with GAAP would be included in the liability section of a balance sheet (other
than trade accounts payable and accrued expenses (other than Interest Expense)
arising in the ordinary course of business) on the date as of which Indebtedness
is to be determined (excluding, to the extent applicable, capital stock,
surplus, surplus reserves and deferred credits); (b) all guaranties, letter of
credit contingent reimbursement obligations and other contingent obligations in
respect of, or any obligations to purchase or otherwise acquire, Indebtedness of
others, and (c) all Indebtedness secured by any Lien existing on any interest of
the Person with respect to which Indebtedness is being determined in Property
owned subject to such Lien whether or not the Indebtedness secured thereby shall
have been assumed, equal to the lesser of the amount of such obligation or the
fair market value of such Property; provided, that the term "Indebtedness" shall
not mean or include any Indebtedness in respect of which monies sufficient to
pay and discharge the same in full (either on the expressed date of maturity
thereof or on such earlier date as such Indebtedness may be duly called for
redemption and payment) shall be deposited with a depository, agency or trustee
reasonably acceptable to Agent in trust for the payment thereof.

     Interest Coverage Ratio means, as of any day, the ratio of (a) the sum of
Interest Expense for the 12 months ending on such day plus net income of
Borrower and its consolidated Subsidiaries for such 12-month period to (b) the
sum of Interest Expense for such 12-month period plus Permitted Dividends paid
during such period.

                                       10

 
     Interest Expense means, for any period, total interest expense accruing on
Borrowed Money Indebtedness of Borrower and its Subsidiaries during such period
(including interest expense attributable to capitalized leases and interest
incurred under interest rate swap, collar, cap or similar agreements providing
interest rate protection), determined in accordance with GAAP.

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

     Interest Payment Dates  means (a)  for Base Rate Borrowings, November 30,
1998 and the last day of each calendar month thereafter prior to the Maturity
Date and (b) for LIBOR Borrowings, the end of the applicable Interest Period and
the Maturity Date.

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

     Interest Rate Risk Agreement means an interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or similar
arrangement entered into by Borrower or any of its Subsidiaries for the purpose
of reducing Borrower's or such Subsidiary's exposure to interest rate
fluctuations and not for speculative purposes, as it may from time to time be
amended, modified, restated or supplemented.

     Interest Rate Risk Indebtedness means all obligations of Borrower with
respect to the program for the hedging of interest rate risk provided for in any
Interest Rate Risk Agreement.

     Investment means the purchase or other acquisition of any securities or
Indebtedness of, or the making of any loan, advance, transfer of Property (other
than transfers in the ordinary course of business) or capital contribution to,
or the incurring of any liability (other than Accounts arising in the ordinary
course of business), contingently or otherwise, in respect of the Indebtedness
of, any Person.

     Issuer means the issuer (or, where applicable, each issuer) of a Letter of
Credit under this Agreement.

                                       11

 
     Key Agreements means any document or paper evidencing, securing or
otherwise relating to any Subordinated Indebtedness.

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

     Letter of Credit shall have the meaning assigned to such term in Section
2.2(a) hereof.

     Letter of Credit Liabilities means, at any time and in respect of any
Letter of Credit, the sum of (i) the amount available for drawings under such
Letter of Credit plus (ii) the aggregate unpaid amount of all Reimbursement
Obligations at the time due and payable in respect of previous drawings made
under such Letter of Credit.  For the purpose of determining at any time the
amount described in clause (i), in the case of any Letter of Credit payable in a
currency other than Dollars, such amount shall be converted by Agent to Dollars
by any reasonable method, and such converted amount shall be conclusive and
binding, absent manifest error.

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

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

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

                                       12

 
     Lien means any mortgage, pledge, charge, encumbrance, security interest,
collateral assignment or other lien or restriction of any kind, whether based on
common law, constitutional provision, statute or contract, and shall include
reservations, exceptions, encroachments, easements, rights of way, covenants,
conditions, restrictions and other title exceptions.

     Loans means the Revolving Loans provided for by Section 2.1 hereof.  The
terms "Revolving Loans" and "Loans" shall have the same meaning hereunder.

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

     Majority Lenders means, at any time while no Loans are outstanding, Lenders
having greater than 50% of the aggregate amount of Revolving Loan Commitments,
and at any time while Loans are outstanding, Lenders having greater than 50% of
the aggregate amount of Loans plus available Revolving Loan Commitments.

     Margin Percentage means (i) on any day prior to January 1, 1999, 2.50% and
(ii) on and after October 1, 1998, the applicable per annum percentage set forth
at the appropriate intersection in the table shown below, based on the Debt to
EBITDA Ratio as of the last day of the most recently ended fiscal quarter of
Borrower calculated by Agent as soon as practicable after receipt by Agent of
all financial reports required under this Agreement with respect to such fiscal
quarter (including a Compliance Certificate) (provided, however, that if the
Margin Percentage is increased as a result of the reported Debt to EBITDA Ratio,
such increase shall be retroactive to the date that Borrower was obligated to
deliver such financial reports to Agent pursuant to the terms of this Agreement
and provided further, however, that if the Margin Percentage is decreased as a
result of the reported Debt to EBITDA Ratio, and such financial reports are
delivered to Agent not more than ten (10) calendar days after the date required
to be delivered pursuant to the terms of this Agreement, such decrease shall be
retroactive to the date that Borrower was obligated to deliver such financial
reports to Agent pursuant to the terms of this Agreement):

 
                 Debt to                        LIBOR Borrowings
               EBITDA Ratio                     Margin Percentage
     ---------------------------------          -----------------
     Greater than or equal to 4.00                     2.75
 
     Greater than or equal to 3.50 but
     less than 4.00                                    2.50
 

                                       13

 
     Greater than or equal to 3.00 but
     less than 3.50                                    2.25
 
     Greater than or equal to 2.50 but
     less than 3.00                                    2.00
 
     Less than 2.50                                    1.75

     Material Adverse Effect means any material and adverse effect on the
ability of an Obligor to perform its obligations under any Loan Document to
which it is a party or on the business, condition (financial or otherwise),
results of operations, assets, liabilities or prospects of  Borrower and its
Subsidiaries on a consolidated basis.

     Maturity Date means the maturity of the Revolving Notes, October 31, 2000.

     Maximum Revolving Loan Available Amount means, at any date, an amount equal
to the lesser of (i) the aggregate of the Revolving Loan Commitments or (ii) the
then effective Borrowing Base.

     Monthly Financial Statements means the monthly financial statements of a
Person, which statements shall include a balance sheet as of the end of such
fiscal month and an income statement and a statement of cash flows for such
fiscal month and for the fiscal year to date, subject to normal year-end
adjustments, prepared in accordance with GAAP in all material respects except
that such statements are condensed and exclude detailed footnote disclosures and
certified by the chief financial officer or other authorized officer of such
Person as fairly presenting, in all material respects, the financial condition
of such person as of such date.  As to Borrower only, Monthly Financial
Statements shall also include unaudited consolidating financial statements for
Borrower and its Subsidiaries, in Proper Form, certified by the chief financial
officer or other authorized officer of Borrower as presenting fairly in all
material respects the consolidating financial position of the applicable Person.

     Notes shall have the meaning assigned to such term in Section 2.6 hereof.
The terms "Revolving Notes" and "Notes" shall have the same meaning hereunder.

     Notice of Entire Agreement means a notice of entire agreement, in Proper
Form, executed by Borrower, each other Obligor and Agent, as the same may from
time to time be amended, modified, supplemented or restated.

     Obligations means, as at any date of determination thereof, the sum of the
following:  (i) the aggregate principal amount of Loans outstanding hereunder on
such date, plus (ii) the aggregate amount of the outstanding Letter of Credit
Liabilities hereunder on such date, plus (iii) all other outstanding
liabilities, obligations and indebtedness of any Obligor under this Agreement,
any Note, the Guaranties, all applications and the Security Documents on such
date.

                                       14

 
     Obligors means Borrower and each Person now or hereafter executing a
Guaranty and/or a Security Agreement.

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

     Past Due Rate means, on any day, a rate per annum equal to the lesser of
(i) the Ceiling Rate for that day or (ii) the Base Rate plus three percent (3%).

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

     Permitted Dividends means (i)  dividends or distributions by a Subsidiary
of Borrower to Borrower or any other Subsidiary of Borrower, (ii) stock
dividends and (iii) so long as no Default or Event of Default shall have
occurred and be continuing (or would result therefrom), dividends payable under
the terms of the Equity Interests approved by the Super Majority Lenders.

     Permitted Investments means:  (a) readily marketable securities issued or
fully guaranteed by the United States of America with maturities of not more
than one year; (b) commercial paper rated "Prime 1" by Moody's Investors
Service, Inc. or "A-1" by Standard and Poor's Ratings Services with maturities
of not more than 180 days, and (c) certificates of deposit or repurchase
obligations issued by any U.S. domestic bank having capital surplus of at least
$100,000,000 or by any other financial institution acceptable to Agent, all of
the foregoing not having a maturity of more than one year from the date of
issuance thereof.

     Permitted Liens means each of the following: (a) artisans' or mechanics'
Liens arising in the ordinary course of business, and Liens for taxes, but only
to the extent that payment thereof shall not at the time be due or if due, the
payment thereof is being diligently contested in good faith and adequate
reserves computed in accordance with GAAP have been set aside therefor; (b)
Liens in effect on the Effective Date and disclosed to the Lenders in the
financial statements delivered on or prior to the Effective Date pursuant to
Section 6.2 hereof or in a schedule hereto; (c) normal reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions and
encumbrances which do not secure Borrowed Money Indebtedness and which do not
materially impair the value or utility of the applicable Property; (d) Liens in
favor of Agent or any Lender under the Loan Documents, including, without
limitation, Liens securing Interest Rate Risk Indebtedness owed to one or more
of the Lenders (but not to any Person which is not, at such time, a Lender); (e)
Liens incurred or deposits made in the ordinary course of business (1) in
connection with workmen's compensation, unemployment insurance, social security
and other like laws, or (2) to secure insurance in the ordinary course of
business, the performance of bids, tenders, contracts, leases, licenses,
statutory obligations, surety, appeal and performance bonds and other similar

                                       15

 
obligations incurred in the ordinary course of business, not, in any of the
cases specified in this clause (2), incurred in connection with the borrowing of
money, the obtaining of advances or the payment of the deferred purchase price
of Property; (f) attachments, judgments and other similar Liens arising in
connection with court proceedings, provided that the execution and enforcement
of such Liens are effectively stayed and the claims secured thereby are being
actively contested in good faith with adequate reserves made therefor in
accordance with GAAP; (g) Liens imposed by law, such as landlords', carriers',
warehousemen's, mechanics', materialmen's and vendors' liens, incurred in good
faith in the ordinary course of business and securing obligations which are not
yet due or which are being contested in good faith by appropriate proceedings if
adequate reserves with respect thereto are maintained in accordance with GAAP;
(h) zoning restrictions, easements, licenses, reservations, provisions,
covenants, conditions, waivers, and restrictions on the use of Property, and
which do not in any case singly or in the aggregate materially impair the
present value or utility of the applicable Property; (i) Liens securing purchase
money Indebtedness permitted under Section 8.1 hereof and covering the Property
so purchased; (j) capital leases and sale/leaseback transactions permitted under
the other provisions of this Agreement, and (k) extensions, renewals and
replacements of Liens referred to in clauses (a) through (j) of this definition;
provided that any such extension, renewal or replacement Lien shall be limited
to the Property or assets covered by the Lien extended, renewed or replaced and
that the Borrowed Money Indebtedness secured by any such extension, renewal or
replacement Lien shall be in an amount not greater than the amount of the
Indebtedness secured by the Lien extended, renewed or replaced.

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

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

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

     Principal Office means the principal office of Agent in Dallas, Texas,
presently located at 1601 Elm Street, Dallas, Texas 75201.

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

                                       16

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

     Qualified Institution means (a) any bank or trust company which is
organized under the laws of any country which is a member of the Organization
for Economic Cooperation and Development or any political subdivision of any
such country; and having capital, surplus and undivided profits aggregating at
least $100,000,000.00 (or its equivalent in another currency) as of the date of
such Person's most recent financial reports, and (b) any other Person approved
in writing by Agent.

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

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

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

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

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

     Reimbursement Obligations means, as at any date, the obligations of
Borrower then outstanding, or which may thereafter arise, in respect of Letters
of Credit under this Agreement, to reimburse the applicable Issuers for the
amount paid by such Issuers in respect of any drawing under such Letters of
Credit, which obligations shall at all times be payable in Dollars
notwithstanding any such Letter of Credit being payable in a currency other than
Dollars.

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

     Requirements of Environmental Law means all requirements imposed by any law
(including for example and without limitation The Resource Conservation and
Recovery Act and The Comprehensive Environmental Response, Compensation, and
Liability Act), rule, regulation, or 

                                       17

 
order of any federal, state or local executive, legislative, judicial,
regulatory or administrative agency, board or authority in effect at the
applicable time which relate to (i) noise; (ii) pollution, protection or clean-
up of the air, surface water, ground water or land; (iii) solid, gaseous or
liquid waste gener ation, treatment, storage, disposal or transportation; (iv)
exposure to Hazardous Substances; (v) the safety or health of employees or (vi)
regulation of the manufacture, processing, distribution in commerce, use,
discharge or storage of Hazardous Substances.

     Revolving Loan means a Loan made pursuant to Section 2.1 hereof.  The terms
"Revolving Loan" and "Loan" shall have the same meaning hereunder.

     Revolving Loan Availability Period means, for each Revolving Loan Lender,
the period from and including the Effective Date to (but not including) the
Revolving Loan Termination Date.

     Revolving Loan Commitment means, as to any Lender, the obligation, if any,
of such Lender to make Revolving Loans and incur or participate in Letter of
Credit Liabilities in an aggregate principal amount at any one time outstanding
up to (but not exceeding) the amount, if any, set forth opposite such Lender's
name on the signature pages hereof under the caption "Revolving Loan
Commitment", or otherwise provided for in an Assignment and Acceptance Agreement
(as the same may be reduced from time to time pursuant to Section 2.3 hereof).

     Revolving Loan Commitment Percentage means, as to any Revolving Loan
Lender, the percentage equivalent of a fraction the numerator of which is the
amount of such Lender's Revolving Loan Commitment and the denominator of which
is the aggregate amount of the Revolving Loan Commitments of all Lenders.

     Revolving Loan Lender means each Lender with (i) prior to the Revolving
Loan Termination Date, a Revolving Loan Commitment and (ii) on and after the
Revolving Loan Termination Date, any outstanding Revolving Loan Obligations. The
terms "Revolving Loan Lender" and "Lender" shall have the same meaning
hereunder.

     Revolving Loan Obligations means, as at any date of determination thereof,
the sum of the following (determined without duplication):  (i) the aggregate
principal amount of Revolving Loans outstanding hereunder plus (ii) the
aggregate amount of the Letter of Credit Liabilities hereunder.

     Revolving Loan Termination Date means the earlier of (a) the Maturity Date
or (b) the date specified or deemed specified by Agent in accordance with
Section 9.1 hereof.

     Revolving Notes means the Notes of Borrower evidencing the Revolving Loans,
in substantially the form of Exhibit C hereto.

     Scheduled Principal Payments means scheduled principal payments due with
respect to Borrowed Money Indebtedness of Borrower or any of its Subsidiaries
(other than any amounts due upon the maturity of the respective Notes) whether
such scheduled payment is due because of amortization or maturity of such
Borrowed Money Indebtedness.

                                       18

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

     Security Agreements means security agreements, each in Proper Form,
executed or to be executed by Borrower (or any other applicable Obligor) in
favor of Agent covering all of the real Property (other than real Property owned
as of the Effective Date) and material personal Property of Borrower and its
Subsidiaries (other than Foreign Subsidiaries), as the same may from time to
time be amended, modified, restated or supplemented.  Notwithstanding the
foregoing, Borrower shall not be required to grant a Lien to Agent on more than
65% of the issued and outstanding equity interests owned by Borrower in its
Foreign Subsidiaries.

     Security Documents means, collectively, the Security Agreements, the
Financing Statements and any and all other security documents now or hereafter
executed and delivered by any Obligor to secure all or any part of the
Obligations, as any of them may from time to time be amended, modified, restated
or supplemented.

     Stated Rate means, with respect to any Lender, the effective weighted per
annum rate of interest applicable to the Loans made by such Lender; provided,
that if on any day such rate shall exceed the Ceiling Rate for that day, the
Stated Rate shall be fixed at the Ceiling Rate on that day and on each day
thereafter until the total amount of interest accrued at the Stated Rate on the
unpaid principal balances of the Notes plus the Additional Interest equals the
total amount of interest which would have accrued if there had been no Ceiling
Rate.  If the Notes mature (or are prepaid) before such equality is achieved,
then, in addition to the unpaid principal and accrued interest then owing
pursuant to the other provisions of the Loan Documents, Borrower promises to pay
on demand to the order of the holder of each Note interest in an amount equal to
the excess (if any) of (a) the lesser of (i) the total interest which would have
accrued on such Note if the Stated Rate had been defined as equal to the Ceiling
Rate from time to time in effect and (ii) the total interest which would have
accrued on such Note if the Stated Rate were not so prohibited from exceeding
the Ceiling Rate, over (b) the total interest actually accrued on such Note to
such maturity (or prepayment) date.  Without notice to Borrower or any other
Person, the Stated Rate shall automatically fluctuate upward and downward in
accordance with the provisions of this definition.

     Subordinated Indebtedness means all Indebtedness of Borrower and its
Subsidiaries which has been subordinated on terms and conditions satisfactory to
the Super Majority Lenders, in their sole discretion, to the Obligations,
whether now existing or hereafter incurred.  Indebtedness shall not be
considered as "Subordinated Indebtedness" unless and until Agent shall have
received copies of the documentation evidencing or relating to such Indebtedness
together with a subordination agreement, in Proper Form, duly executed by the
holder or holders of such Indebtedness and evidencing the terms and conditions
of subordination required by the Super Majority Lenders.

                                       19

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

     Super Majority Lenders means, at any time while no Loans are outstanding,
Lenders having greater than 66-2/3% of the aggregate amount of Revolving Loan
Commitments, and at any time while Loans are outstanding, Lenders having greater
than 66-2/3% of the aggregate amount of Loans plus available Revolving Loan
Commitments.

     Tangible Net Worth shall mean total assets (valued at cost less normal
depreciation), less (a) all intangibles and (b) all liabilities (excluding
contingent and indirect liabilities), all determined in accordance with GAAP.
The term "intangibles" shall include, without limitation, (1) deferred charges;
(2) the amount of any write-up in the book value of any acquired assets in
excess of fair market value and (3) the aggregate of all amounts appearing on
the assets side of any such balance sheet for franchises, licenses, permits,
patents, patent applications, copyrights, trademarks, trade names, goodwill,
treasury stock, experimental or organizational expenses and other like
intangibles. The term "liabilities" shall include, without limitation, (1)
Indebtedness secured by Liens on Property of the Person with respect to which
Tangible Net Worth is being computed, whether or not such Person is liable for
the payment thereof; (2) deferred liabilities, and (3) Capital Lease
Obligations. Tangible Net Worth shall be calculated on a consolidated basis.

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

     Total Liabilities to Tangible Net Worth and Subordinated Indebtedness Ratio
means, as of any day, the ratio of (a) total liabilities (other than
Subordinated Indebtedness) of Borrower and its consolidated Subsidiaries as of
such date to (b) the sum of Tangible Net Worth as such date plus Subordinated
Indebtedness of Borrower and its consolidated Subsidiaries as of such date.

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

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

                                       20

 
 2.  Commitments and Loans.

      2.1 Loans.  Each Lender severally agrees, subject to all of the terms and
conditions of this Agreement (including, without limitation, Sections 5.1 and
5.2 hereof), to make Loans under this Section to Borrower from time to time on
or after the Effective Date and during the Revolving Loan Availability Period,
in an aggregate principal amount at any one time outstanding (including its
Revolving Loan Commitment Percentage of all Letter of Credit Liabilities at such
time) up to but not exceeding such Lender's Revolving Loan Commitment Percentage
of the Maximum Revolving Loan Available Amount.  Subject to the conditions in
this Agreement, any such Revolving Loan repaid prior to the Revolving Loan
Termination Date may be reborrowed pursuant to the terms of this Agreement;
provided, that any and all such Revolving Loans shall be due and payable in full
on the Revolving Loan Termination Date.  Borrower, Agent and the Lenders agree
pursuant to Chapter 346 ("Chapter 346") of the Texas Finance Code, that Chapter
346 (which relates to open-end line of credit revolving loan accounts) shall not
apply to this Agreement, the Notes or any Obligation and that neither the Notes
nor any Obligation shall be governed by Chapter 346 or subject to its provisions
in any manner whatsoever.  The aggregate of all Revolving Loans to be made by
the Lenders in connection with a particular borrowing shall be equal to the
lesser of (a) the remaining unused portion of the Revolving Loan Commitments or
(b) a multiple of $100,000.

      2.2 Letters of Credit.

     (a) Letters of Credit.  Subject to the terms and conditions of this
Agreement, and on the condition that aggregate Letter of Credit Liabilities
shall never exceed $500,000, (i) Borrower shall have the right to, in addition
to Loans provided for in Section 2.1 hereof, utilize the Revolving Loan
Commitments from time to time during the Revolving Loan Availability Period by
obtaining the issuance of letters of credit for the account of Borrower if
Borrower shall so request in the notice referred to in Section 2.2(b)(i) hereof
(such letters of credit, as any of them may be amended, supplemented, extended
or confirmed from time to time, being herein collectively called the "Letters of
Credit)" and (ii) Comerica agrees to issue such Letters of Credit.  Upon the
date of the issuance of a Letter of Credit, the applicable Issuer shall be
deemed, without further action by any party hereto, to have sold to each
Revolving Loan Lender, and each such Lender shall be deemed, without further
action by any party hereto, to have purchased from the applicable Issuer, a
participation, to the extent of such Lender's Revolving Loan Commitment
Percentage, in such Letter of Credit and the related Letter of Credit
Liabilities, which participation shall terminate on the earlier of the
expiration date of such Letter of Credit or the Revolving Loan Termination Date.
Any Letter of Credit that shall have an expiration date after the Revolving Loan
Termination Date shall be subject to Cover.  Comerica or, with the prior
approval of Borrower and Agent, another Lender shall be the Issuer of each
Letter of Credit.

     (b) Additional Provisions.  The following additional provisions shall apply
to each Letter of Credit:

          (i) Borrower shall give Agent notice requesting each issuance of a
     Letter of Credit hereunder as provided in Section 4.3 hereof and shall
     furnish such additional 

                                       21

 
     information regarding such transaction as Agent may reasonably request.
     Upon receipt of such notice, Agent shall promptly notify each Revolving
     Loan Lender of the contents thereof and of such Lender's Revolving Loan
     Commitment Percentage of the amount of such proposed Letter of Credit.

          (ii) No Letter of Credit may be issued if after giving effect thereto
     the sum of (A) the aggregate outstanding principal amount of Revolving
     Loans plus (B) the aggregate Letter of Credit Liabilities would exceed the
     Maximum Revolving Loan Available Amount.  On each day during the period
     commencing with the issuance of any Letter of Credit and until such Letter
     of Credit shall have expired or been terminated, the Revolving Loan
     Commitment of each Revolving Loan Lender shall be deemed to be utilized for
     all purposes hereof, including Section 2.4(a), in an amount equal to such
     Lender's Revolving Loan Commitment Percentage of the amount then available
     for drawings under such Letter of Credit (or any unreimbursed drawings
     under such Letter of Credit).

          (iii)  Upon receipt from the beneficiary of any Letter of Credit of
     any demand for payment thereunder, Agent shall promptly notify Borrower and
     each Lender as to the amount to be paid as a result of such demand and the
     payment date therefor.  If at any time prior to the earlier of the
     expiration date of a Letter of Credit or the Revolving Loan Termination
     Date any Issuer shall have made a payment to a beneficiary of a Letter of
     Credit in respect of a drawing under such Letter of Credit, each Revolving
     Loan Lender will pay to Agent immediately upon demand by such Issuer at any
     time during the period commencing after such payment until reimbursement
     thereof in full by Borrower, an amount equal to such Lender's Revolving
     Loan Commitment Percentage of such payment, together with interest on such
     amount for each day from the date of demand for such payment (or, if such
     demand is made after 11:00 a.m. Dallas time on such date, from the next
     succeeding Business Day) to the date of payment by such Lender of such
     amount at a rate of interest per annum equal to the Federal Funds Rate for
     such period.  To the extent that it is ultimately determined that the
     Borrower is relieved of its obligation to reimburse the applicable Issuer
     because of such Issuer's gross negligence or willful misconduct in
     determining that documents received under any applicable Letter of Credit
     comply with the terms thereof, the applicable Issuer shall be obligated to
     refund to the paying Lenders all amounts paid to such Issuer to reimburse
     Issuer for the applicable drawing under such Letter of Credit.

          (iv) Borrower shall be irrevocably and unconditionally obligated
     forthwith to reimburse Agent, on the date on which the Agent notifies
     Borrower of the date and amount of any payment by the Issuer of any drawing
     under a Letter of Credit, for the amount paid by any Issuer upon such
     drawing, without presentment, demand, protest or other formalities of any
     kind, all of which are hereby waived.  Such reimbursement may, subject to
     satisfaction of the conditions in Sections 5.1 and 5.2 hereof, the
     limitation on size contained in Section 2.1 and to the Maximum Revolving
     Loan Available Amount (after adjustment in the same to reflect the
     elimination of the corresponding Letter of Credit Liability), be made by
     the borrowing of Revolving Loans.  Agent will pay to each Revolving Loan
     Lender such Lender's Revolving Loan Commitment Percentage of all amounts
     received from Borrower 

                                       22

 
     for application in payment, in whole or in part, of the Reimbursement
     Obligation in respect of any Letter of Credit, but only to the extent such
     Lender has made payment to Agent in respect of such Letter of Credit
     pursuant to clause (iii) above.

          (v) Borrower will pay to Agent at the Principal Office for the account
     of each Revolving Loan Lender a letter of credit fee with respect to each
     Letter of Credit equal to the greater of (x) $300 or (y) a per annum fee of
     one percent (1%) multiplied by the face amount of each Letter of Credit
     (and computed on the basis of the actual number of days elapsed in a year
     composed of 360 days), in each case for the period from and including the
     date of issuance of such Letter of Credit to and including the stated date
     of expiration thereof, such fee to be due and payable in advance on the
     date of the issuance thereof.  Agent will pay to each Revolving Loan
     Lender, promptly after receiving any payment in respect of letter of credit
     fees referred to in this clause (v), an amount equal to the product of such
     Lender's Revolving Loan Commitment Percentage times the amount of such
     fees.  In addition to and cumulative of the above described fees, Borrower
     shall pay to Agent, for the account of the applicable Issuer, in advance on
     the date of the issuance of the applicable Letter of Credit, a per annum
     fronting fee in an amount equal to 1/8% of the face amount of the
     applicable Letter of Credit (such fronting fee to be retained by the
     applicable Issuer for its own account).

          (vi) The issuance by the applicable Issuer of each Letter of Credit
     shall, in addition to the conditions precedent set forth in Section 5
     hereof, be subject to the conditions precedent (A) that such Letter of
     Credit shall be in such form and contain such terms as shall be reasonably
     satisfactory to Agent, and (B) that Borrower shall have executed and
     delivered such Applications and other instruments and agreements relating
     to such Letter of Credit as Agent shall have reasonably requested and are
     not inconsistent with the terms of this Agreement.  In the event of a
     conflict between the terms of this Agreement and the terms of any
     Application, the Agent, each Issuer, the Borrower and each Lender agree
     that the terms hereof shall control.

          (vii)  Issuer will send to the Borrower and each Lender, immediately
     upon issuance of any Letter of Credit issued by Issuer or any amendment
     thereto, a true and correct copy of such Letter of Credit or amendment.

     (c) Indemnification; Release.  Borrower hereby indemnifies and holds
harmless Agent, each Revolving Loan Lender and each Issuer from and against any
and all claims, damages, losses, liabilities, costs or expenses which Agent,
such Lender or such Issuer may incur (or which may be claimed against Agent,
such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER
CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES,
in connection with the execution and delivery of any Letter of Credit or
transfer of or payment or failure to pay under any Letter of Credit; provided
that Borrower shall not be required to indemnify or hold harmless any party
seeking indemnification for any claims, damages, losses, liabilities, costs or
expenses to the extent, but only to the extent, caused by (i) the willful
misconduct or gross negligence of the party seeking indemnification or
exoneration, or (ii) the failure by the party seeking indemnification to pay
under any Letter of Credit after the 

                                       23

 
presentation to it of a request required to be paid under applicable law.
Borrower hereby releases, waives and discharges Agent, each Revolving Loan
Lender and each Issuer from any claims, causes of action, damages, losses,
liabilities, reasonable costs or expenses which may now exist or may hereafter
arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY
OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of
Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with
its obligations to the other parties hereunder (but nothing herein contained
shall affect any rights Borrower may have against such defaulting party).
Nothing in this Section 2.2(c) is intended to limit the obligations of Borrower
under any other provision of this Agreement.

     (d) Additional Costs in Respect of Letters of Credit.  Subject to Sections
11.7 and 11.15 hereof, if as a result of any Regulatory Change there shall be
imposed, modified or deemed applicable any tax (other than any tax based on or
measured by net income), reserve, special deposit or similar requirement against
or with respect to or measured by reference to Letters of Credit issued or to be
issued hereunder or participations in such Letters of Credit, and the result
shall be to increase the cost to any Revolving Loan Lender of issuing or
maintaining any Letter of Credit or any participation therein, or materially
reduce any amount receivable by any Revolving Loan Lender hereunder in respect
of any Letter of Credit or any participation therein (which increase in cost, or
reduction in amount receivable, shall be the result of such Lender's reasonable
allocation of the aggregate of such increases or reductions resulting from such
event), then such Lender shall notify Borrower through Agent (which notice shall
be accompanied by a statement setting forth in reasonable detail the basis for
the determination of the amount due), and within 15 Business Days after demand
therefor by such Lender through Agent, Borrower shall pay to such Lender, from
time to time as specified by such Lender, such additional amounts as shall be
sufficient to compensate such Lender for such increased costs or reductions in
amount.  Such statement as to such increased costs or reductions in amount
incurred by such Lender, submitted by such Lender to Borrower, shall be
conclusive as to the amount thereof, absent manifest error, and may be computed
using any reasonable averaging and attribution method.  Each Lender will notify
Borrower through Agent of any event occurring after the date of this Agreement
which will entitle such Lender to compensation pursuant to this Section as
promptly as practicable after any executive officer of such Lender obtains
knowledge thereof and determines to request such compensation, and (if so
requested by Borrower through Agent) will designate a different lending office
of such Lender for the issuance or maintenance of Letters of Credit by such
Lender or will take such other action as Borrower may reasonably request if such
designation or action is consistent with the internal policy of such Lender and
legal and regulatory restrictions, can be undertaken at no additional cost
(unless Borrower agrees to pay such costs), will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender (provided that such Lender shall have
no obligation so to designate a different lending office which is not located in
the United States of America).

      2.3 Terminations or Reductions of  Commitments.

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

                                       24

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

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

      2.4 Commitment Fees.

     (a) Borrower shall pay to Agent for the account of each Revolving Loan
Lender revolving loan commitment fees for the Revolving Loan Availability Period
at a rate per annum equal to 0.25%.  Such revolving loan commitment fees shall
be computed (on the basis of the actual number of days elapsed in a year
composed of 360 days) on each day and shall be based on the excess of (x) the
aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for
such day over (y) the sum of (i) the aggregate unpaid principal balance of such
Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit
Liabilities as to such Lender for such day.  Accrued revolving loan commitment
fees shall be payable in arrears on the Quarterly Dates prior to the Revolving
Loan Termination Date and on the Revolving Loan Termination Date.

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

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

      2.6 Notes.  The Revolving Loans made by each Lender shall be evidenced by
a single Revolving Note of Borrower in substantially the form of Exhibit C
hereto payable to the order of such Lender in a principal amount equal to the
Revolving Loan Commitment of such Lender, and otherwise duly completed.  The
promissory notes described in this Section are each, together with all renewals,
extensions, modifications and replacements thereof and substitutions therefor,
called 

                                       25

 
a "Note" and collectively called the "Notes". Each Lender is hereby authorized
by Borrower to endorse on the schedule (or a continuation thereof) that may be
attached to each Note of such Lender, to the extent applicable, the date,
amount, type of and the applicable period of interest for each Loan made by such
Lender to Borrower hereunder, and the amount of each payment or prepayment of
principal of such Loan received by such Lender, provided that any failure by
such Lender to make any such endorsement shall not affect the obligations of
Borrower under such Note or hereunder in respect of such Loan.

      2.7 Use of Proceeds.  The proceeds of the Revolving Loans shall be used to
refinance existing Borrowed Money Indebtedness of Borrower and for other working
capital and general corporate purposes.  Neither Agent nor any Lender shall have
any responsibility as to the use of any proceeds of the Loans.

 3.  Borrowings, Payments, Prepayments and Interest Options.

      3.1 Borrowings.  Borrower shall give Agent notice of each borrowing to be
made hereunder as provided in Section 4.3 hereof and Agent shall promptly notify
each Lender of such request.  Not later than 11:00 a.m. Dallas time on the date
specified for each such borrowing hereunder, each Lender shall make available
the amount of the Loan, if any, to be made by it on such date to Agent at its
Principal Office, in immediately available funds, for the account of Borrower.
Such amounts received by Agent will be held in an account maintained by Borrower
with Agent. The amounts so received by Agent shall, subject to the terms and
conditions of this Agreement, be made available to Borrower by wiring or
otherwise transferring, in immediately available funds, such amount to an
account designated by Borrower and approved by Agent.

      3.2 Payments and Prepayments.

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

     (b) Borrowing Base.  Borrower shall from time to time on demand by Agent
prepay the Revolving Loans (or provide Cover for Letter of Credit Liabilities)
in such amounts as shall be necessary so that at all times the aggregate
outstanding amount of all Revolving Loan Obligations shall be less than or equal
to the Maximum Revolving Loan Available Amount.

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

                                       26

 
     (d) Payments and Interest on Reimbursement Obligations.  Borrower will pay
to Agent for the account of each Lender the amount of each Reimbursement
Obligation as set forth in Section 2.2(b)(iv).  Subject to Section 11.7 hereof,
Borrower will pay to Agent for the account of each Lender interest at the
applicable Past Due Rate on any Reimbursement Obligation and on any other amount
payable by Borrower hereunder to or for the account of such Lender (but, if such
amount is interest, only to the extent legally allowed), which shall not be paid
in full within five (5) days after the date due (whether at stated maturity, by
acceleration or otherwise), for the period commencing on the expiration of such
five (5) day period until the same is paid in full.

      3.3 Interest Options

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

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

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

                                       27

 
    (ii)  No more than three (3) LIBOR Borrowings shall be in effect with
          respect to the Revolving Loans at any time.

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

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

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

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

     (c)  Special Provisions Applicable to LIBOR Borrowings.

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

    (ii)  Increased Cost of Borrowings.  Subject to Section 11.15, if the
adoption after the Effective Date of any applicable Legal Requirement or any
change after the Effective Date in any applicable Legal Requirement or in the
interpretation or administration thereof by any Governmental 

                                       28

 
Authority or compliance by any Lender with any request or directive (whether or
not having the force of law) issued after the Effective Date by any central bank
or Governmental Authority shall at any time as a result of any portion of the
principal balances of the Notes being maintained on the basis of a Eurodollar
Rate:

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

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

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

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

and the result of any of the foregoing is to increase the cost to any Lender of
agreeing to make or of making, renewing or maintaining such LIBOR Borrowing, or
reduce the amount of principal or interest received by any Lender, then, within
15 Business Days after demand by Agent (accompanied by a statement setting forth
in reasonable detail the applicable Lender's basis therefor), Borrower shall pay
to Agent additional amounts which shall compensate each Lender for such
increased cost or reduced amount.  The determination by any Lender of the amount
of any such increased cost, increased reserve requirement or reduced amount
shall be conclusive and binding, absent manifest error.  Borrower shall have the
right, if it receives from Agent any notice referred to in this paragraph, upon
three Business Days' notice to Agent (which shall notify each affected Lender),
either (i) to repay in full (but not in part) any borrowing with respect to
which such notice was given, together with any accrued interest thereon, or (ii)
to convert the LIBOR Borrowing which is the subject of the notice to a Base Rate
Borrowing; provided, that any such repayment or conversion shall be accompanied
by payment of (x) the amount required to compensate each Lender for the
increased cost or reduced amount referred to in the preceding paragraph; (y) all
accrued and unpaid interest to date on the amount so repaid or converted, and
(z) any Funding Loss which any Lender may incur as a result of such repayment or
conversion.  Each Lender will notify Borrower through 

                                       29

 
Agent of any event occurring after the date of this Agreement which will entitle
such Lender to compensation pursuant to this Section as promptly as practicable
after it obtains knowledge thereof and determines to request such compensation,
and (if so requested by Borrower through Agent) will designate a different
lending office of such Lender for the applicable LIBOR Borrowing or will take
such other action as Borrower may reasonable request if such designation or
action is consistent with the internal policy of such Lender and legal and
regulatory restrictions, will avoid the need for, or reduce the amount of, such
compensation and will not, in the sole opinion of such Lender, be
disadvantageous to such Lender (provided that such Lender shall have no
obligation so to designate a different lending office which is located in the
United States of America).

   (iii)  Inadequacy of Pricing and Rate Determination.  If, for any reason with
respect to any Interest Period, Agent (or, in the case of clause 3 below, the
applicable Lender) shall have determined (which determination shall be
conclusive and binding upon Borrower, absent manifest error) that:

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

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

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

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

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

                                       30

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

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

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

      4.1 Payments.

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

     (b) Borrower shall, at the time of making each payment hereunder, under any
Note or under any other Loan Document, specify to Agent the Loans or other
amounts payable by Borrower hereunder or thereunder to which such payment is to
be applied.  Each payment received by Agent hereunder, under any Note or under
any other Loan Document for the account of a Lender shall be paid promptly to
such Lender, in immediately available funds.  If Agent fails to send to any
Lender the applicable amount by the close of business on the date any such
payment is received by Agent if such payment is received prior to 11:00 a.m.
Dallas time (or on the next succeeding Business Day 

                                       31

 
with respect to payments which are received after 11:00 a.m. Dallas time), Agent
shall pay to the applicable Lender interest on such amount from such date at the
Federal Funds Rate.

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

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

                                       32

 
prior to substitution for any Lender, the Borrower shall have given written
notice to the Agent of such intention and the Lenders shall have the option, but
no obligation, for a period of 60 days after receipt of such notice, to increase
their Commitments in order to replace the affected Lender in lieu of such
substitution.

      4.2 Pro Rata Treatment.  Except to the extent otherwise provided herein:
(a) each borrowing from the Lenders under Section 2.1 hereof shall be made
ratably from the Revolving Loan Lenders in accordance with their respective
Revolving Loan Commitments; (b) each payment of revolving loan commitment fees
shall be made for the account of the Revolving Loan Lenders, and each
termination or reduction of the Revolving Loan Commitments of the Revolving Loan
Lenders under Section 2.3 hereof shall be applied, pro rata, according to the
Revolving Loan Lenders' respective Revolving Loan Commitments; (c) each payment
by Borrower of principal of or interest on the Revolving Loans shall be made to
Agent for the account of the Lenders pro rata in accordance with the respective
unpaid principal amounts of the respective unpai principal amounts of such
Revolving Loans held by the Lenders, and (d) the Revolving Loan Lenders (other
than the applicable Issuer) shall purchase from the applicable Issuer
participations in each Letter of Credit to the extent of their respective
Revolving Loan Commitment Percentages.

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

                                           Number of Business Days
                                                Prior Notice
                                           -----------------------
 
          Termination or Reduction of
          Revolving Loan Commitments                  5
 
          Revolving Loan repayment                 same day
 
          Borrowing at the Base Rate                  1
 
          Letter of Credit issuance                   2

          Prepayments required pursuant to
          Section 3.2(b)                           same day

          Selection of a Eurodollar Rate            3 LIBOR
                                                 Business Days

                                       33

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

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

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

                                       34

 
 5.  Conditions Precedent.

      5.1 Initial Loans and Letters of Credit.  The obligation of each Lender or
each Issuer to make its initial Loans or issue or participate in a Letter of
Credit (if such Letter of Credit is issued prior to the funding of the initial
Loans) hereunder is subject to the following conditions precedent, each of which
shall have been fulfilled or waived to the reasonable satisfaction of Agent:

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

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

     (c) Notes.  Agent shall have received the appropriate Notes of Borrower for
each Lender, duly completed and executed.

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

     (e) Security Matters.  All such action as Agent shall have reasonably
requested to perfect the Liens created pursuant to the Security Documents which
are in effect as of the Effective Date shall have been taken, including, without
limitation, where applicable, the filing and recording of the Security Documents
with the appropriate Governmental Authorities.  Agent shall also have received
evidence satisfactory to it that the Liens created by the Security Documents
constitute first priority Liens, except for the exceptions expressly provided
for herein or therein, including, without limitation, Uniform Commercial Code
search reports, satisfactory title evidence in form and substance acceptable to
Agent, and executed releases of any prior Liens (except as permitted by Section
8.2).

                                       35

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

     (g) Insurance.  Borrower shall have delivered to Agent certificates of
insurance satisfactory to Agent evidencing the existence of all insurance
required to be maintained by each Obligor by this Agreement and the Security
Documents.

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

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

     (j) Key Agreements.  Agent shall have received copies of the Key
Agreements, in Proper Form, and, where applicable, shall have received evidence
satisfactory to Agent that the transactions contemplated therein have been
consummated, subject only to the requested funding of Loans.  Upon request of
Agent or the Majority Lenders, the copies of any designated Key Agreements shall
be certified as true, correct and complete by Borrower.

     (k) Subordinated Indebtedness.  Agent shall have received evidence
reasonably satisfactory to Agent that all Liens securing existing Subordinated
Indebtedness shall have been released and terminated.

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

      5.2 All Loans and Letters of Credit.  The obligation of each Lender to
make any Loan to be made by it hereunder or to issue or participate in any
Letter of Credit is subject to: (a) the accuracy, in all material respects, on
the date of such Loan or such issuance of all representations and warranties of
each Obligor contained in this Agreement and the other Loan Documents; (b) Agent
shall have received the following, all of which shall be duly executed and in
Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter
of Credit, as the case may be, no later than 11:00 a.m. Dallas time on the
Business Day on which such Request for Extension of Credit must be given under
Section 4.3 hereof, (2) in the case of a Letter of Credit, an Application; (3) a
Compliance Certificate prepared using current information and, to the extent the
applicable Loan is to be used for an acquisition, prepared on a pro forma basis
giving effect to such acquisition, and (4) such other documents as Agent may
reasonably require; (c) prior to the making of such Loan or the issuance of such
Letter of Credit, there shall have occurred no event which could reasonably be
expected to have a Material Adverse Effect; (d) no Default or Event of Default
shall have occurred and be continuing, and (e)  the making of such Loan or the
issuance of such Letter of Credit shall 

                                       36

 
not be illegal or prohibited by any Legal Requirement. The submission by the
Borrower of a Request for Extension of Credit shall be deemed to be a
representation and warranty that the conditions precedent to the applicable Loan
or Letter of Credit have been satisfied.

 6.  Representations and Warranties.

     To induce Agent, the Issuers and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit,
Borrower represents and warrants (such representations and warranties to survive
any investigation and the making of the Loans and the issuance of any Letters of
Credit) to the Lenders, the Issuers and Agent as follows:

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

      6.2 Financial Statements.  Borrower has furnished to Agent (i) audited
financial statements (including a balance sheet) as to Borrower which fairly
present in all material respects, in accordance with GAAP, the consolidated
financial condition and the results of operations of Borrower and its
Subsidiaries as at the end of the fiscal year ended December 31, 1997 and (ii)
unaudited consolidated financial statements (including a balance sheet) as to
Borrower and its Subsidiaries which fairly present in all material respects, in
accordance with GAAP, the financial condition and the results of operations of
Borrower and its Subsidiaries, on a consolidated basis, as at the end of the
fiscal quarter ended June 30, 1998.  No events, conditions or circumstances have
occurred from the date that the financial statements were delivered to Agent
through the Effective Date which would cause said financial statements to be
misleading in any material respect.  There are no material instruments or
liabilities which should be reflected in such financial statements provided to
Agent which are not so reflected.

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

                                       37

 
making and performance have been obtained. Except as otherwise expressly stated
in the Loan Documents, the Liens of the Security Documents, will constitute
valid and perfected first and prior Liens on the Property described therein,
subject to no other Liens whatsoever except Permitted Liens.

      6.4 Other Debt.  No Obligor is in default in the payment of any other
Indebtedness or under any agreement, mortgage, deed of trust, security agreement
or lease to which it is a party and which default could reasonably be expected
to have a Material Adverse Effect.

      6.5 Litigation.  There is no litigation or administrative proceeding, to
the knowledge of any executive officer of Borrower, pending or threatened
against, nor any outstanding judgment, order or decree against, any Obligor
before or by any Governmental Authority which does or could reasonably be
expected to have a Material Adverse Effect.  No Obligor is in default with
respect to any judgment, order or decree of any Governmental Authority where
such default could reasonably be expected to have a Material Adverse Effect.

      6.6 Title.  Each Obligor has good title to the Collateral, if any, pledged
(or purported to be pledged) by such Obligor pursuant to the Security Documents,
free and clear of all Liens except Permitted Liens.

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

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

      6.9 Subsidiaries.  As of the Effective Date, Borrower has no Subsidiaries
other than Abasco, Inc., a Texas corporation, IWC Engineering, Inc., a Texas
corporation, IWC Services, Inc., a Texas corporation, Hell Fighters, Inc., a
Texas corporation, Code 3, Inc., a Texas corporation, ITS Supply Corporation, a
Delaware corporation, Elmagco, Inc., a Delaware corporation, Baylor Controls,
Inc., a Texas corporation, Baylor Electronics, Inc., a Texas corporation, Baylor
Company, Inc., a Texas corporation, Boots & Coots Overseas, Ltd.  (British
Virgin Islands), International Well Control Services, Ltd. (Cayman Islands),
International Tool & Supply de Venezuela S.A. (Venezuela), International Tool & Supply del Peru S.A. (Peru), ITS Supply & Logistics, Ltd. (United Kingdom) and
Baylor Limited (United Kingdom).

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

                                       38

 
      6.11 ERISA.  With respect to each Plan, Borrower and each member of the
Controlled Group have fulfilled their obligations, including obligations under
the minimum funding standards of ERISA and the Code and are in compliance in all
material respects with the provisions of ERISA and the Code.  No event has
occurred which could result in a liability of Borrower or any member of the
Controlled Group to the PBGC or a Plan (other than to make contributions in the
ordinary course) could reasonably be expected to have a Material Adverse Effect.
There have not been any nor are there now existing any events or conditions that
would cause the Lien provided under Section 4068 of ERISA to attach to any
Property of Borrower or any member of the Controlled Group. Unfunded Liabilities
as of the date hereof do not exceed $250,000.  No "prohibited transaction" has
occurred with respect to any Plan.

      6.12 Investment Company Act.  No Obligor is an investment company within
the meaning of the Investment Company Act of 1940, as amended, or, directly or
indirectly, controlled by or acting on behalf of any Person which is an
investment company, within the meaning of said Act.

      6.13 Public Utility Holding Company Act. No Obligor is an "affiliate" or a
"subsidiary company" of a "public utility company," or a "holding company," or
an "affiliate" or a "subsidiary company" of a "holding company," as such terms
are defined in the Public Utility Holding Company Act of 1935, as amended.

      6.14 Solvency.  After giving effect to the equity contributions required
under the provisions of Section 5.1(k), none of Borrower, any Obligor, or
Borrower and its Subsidiaries, on a consolidated basis, is "insolvent," as such
term is used and defined in (i) the Bankruptcy Code and (ii) the fraudulent
conveyance statutes of the State of Texas or of any jurisdiction in which any of
the Collateral may be located.

      6.15 Fiscal Year.  The fiscal year of each Obligor ends on December 31.

      6.16 Compliance. Each Obligor is in compliance with all Legal Requirements
applicable to it, except to the extent that the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect.

      6.17 Environmental Matters.  Each Obligor has, to the best knowledge of
their respective executive officers, obtained and maintained in effect all
Environmental Permits (or the applicable Person has initiated the necessary
steps to transfer the Environmental Permits into its name or obtain such
permits), the failure to obtain which could reasonably be expected to have a
Material Adverse Effect.  Each Obligor and its Properties, business and
operations have been and are, to the best knowledge of their respective
executive officers, in compliance with all applicable Requirements of
Environmental Law and Environmental Permits the failure to comply with which
could reasonably be expected to have a Material Adverse Effect.  Each Obligor
and its Properties, business and operations are not subject to any (A)
Environmental Claims or (B), to the best knowledge of their respective executive
officers (after making reasonable inquiry of the personnel and records of their
respective Corporations), Environmental Liabilities, in either case direct or
contingent, arising from 

                                       39

 
or based upon any act, omission, event, condition or circumstance occurring or
existing on or prior to the date hereof which could reasonably be expected to
have a Material Adverse Effect. None of the officers of any Obligor has received
any notice of any violation or alleged violation of any Requirements of
Environmental Law or Environmental Permit or any Environmental Claim in
connection with its Properties, liabilities, condition (financial or otherwise),
business or operations which could reasonably be expected to have a Material
Adverse Effect. Borrower does not know of any event or condition with respect to
currently enacted Requirements of Environmental Laws presently scheduled to
become effective in the future with respect to any of the Properties of any
Obligor which could reasonably be expected to have a Material Adverse Effect,
for which the applicable Obligor has not made good faith provisions in its
business plan and projections of financial performance.

      6.18 Collateral Covered.  As of the Effective Date, the Collateral covered
by the Security Documents constitutes substantially all material personal
Property owned by the Borrower and its Subsidiaries (other than Foreign
Subsidiaries).  The book value of assets owned by Foreign Subsidiaries does not
exceed $10,000,000.

 7.  Affirmative Covenants.

     Borrower covenants and agrees with Agent and the Lenders that prior to the
termination of this Agreement it will do or cause to be done, and cause each
other Obligor (unless limited by the language of the applicable provision to
less than all of the Obligors) to do or cause to be done, each and all of the
following:

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

      7.2 Financial Statements and Information.  Furnish to Agent and each
Lender each of the following: (a) as soon as available and in any event within
120 days after the end of each applicable fiscal year, beginning with the fiscal
year ending on December 31, 1998, Annual Financial Statements of Borrower; (b)
as soon as available and in any event within 30 days after the end of each
fiscal month of each applicable fiscal year, Monthly Financial Statements of
Borrower; (c) concurrently with the financial statements provided for in
Subsection 7.2(a) and the financial statements provided for in Subsection (b)
hereof as to the fiscal months March, June, September and December, such
schedules, computations and other information, in reasonable detail, as may be
reasonably required by Agent to demonstrate compliance with the covenants set
forth herein or 

                                       40

 
reflecting any non-compliance therewith as of the applicable date, all certified
and signed by a duly authorized officer of Borrower as true and correct in all
material respects to the best knowledge of such officer and, commencing with the
financial statement prepared as of September 30, 1998, a compliance certificate
("Compliance Certificate") substantially in the form of Exhibit E hereto, duly
executed by such authorized officer; (d) by December 31 of each fiscal year,
Borrower's annual business plan for the next fiscal year (including its proforma
balance sheet and income and cash flow projections for such fiscal year); (e)
promptly upon their becoming publicly available, each financial statement,
report, notice or definitive proxy statements sent by any Obligor to
shareholders generally and each regular or periodic report and each registration
statement, prospectus or written communication (other than transmittal letters)
in respect thereof filed by any Obligor with, or received by any Obligor in
connection therewith from, any securities exchange or the Securities and
Exchange Commission or any successor agency; (f) from time to time, at any time
upon the request of Agent, but at the cost of Borrower, a report of an
independent collateral field examiner approved by Agent in writing and
reasonably acceptable to Borrower (which may be, or be affiliated with, Agent or
one of the Lenders) with respect to the Accounts and Inventory of Borrower and
its Subsidiaries (provided, however, that so long as no Event of Default has
occurred and is continuing, Agent shall not require such a report more than once
per calendar year and during the continuance of an Event of Default, Agent shall
not require such a report more than once per calendar quarter), (g) (1) as of
the Effective Date and (2) within 30 days after (i) the end of each calendar
month or (ii) receipt of a request therefor (which may be given from time to
time) from Agent, a Borrowing Base Certificate as at the Effective Date or the
last day of such calendar month or the date of such receipt, as the case may be,
together with such supporting information as Agent may reasonably request; (h)
within 30 days after (i) the end of each calendar month or (ii) receipt of a
request therefor (which may be given from time to time) from Agent, (1) a
listing and aging of the Accounts of Borrower and its Subsidiaries (other than
Foreign Subsidiaries) as of the end of the most recently ended calendar month,
prepared in reasonable detail and containing such other information as Agent may
reasonably request and (2) a summary of the Inventory of Borrower and its
Subsidiaries (other than Foreign Subsidiaries) as of the end of the most
recently ended calendar month, prepared in reasonable detail and containing such
other information as Agent may reasonably request, and (i) such other
information relating to the condition (financial or otherwise), operations,
prospects or business of any Obligor as from time to time may be reasonably
requested by Agent. Each delivery of a financial statement pursuant to this
Section 7.2 shall constitute a restatement of the representations contained in
the last two sentences of Section 6.2.

                                       41

 
      7.3 Financial Tests.  Have and maintain:

          (a) Tangible Net Worth - Tangible Net Worth plus Subordinated
     Indebtedness of not less than (1) as of the date hereof, $33,535,000.00 and
     (2) as of the end of each calendar quarter hereafter, the minimum Tangible
     Net Worth plus Subordinated Indebtedness required as of the end of the
     immediately preceding calendar quarter plus 80% of the net income of
     Borrower and its Subsidiaries, on a consolidated basis (if positive), for
     the immediately preceding calendar quarter plus 75% of the net proceeds
     realized from the issuance of any equity securities by Borrower or its
     Subsidiaries during the immediately preceding calendar quarter.

          (b) Interest Coverage Ratio - an Interest Coverage Ratio of not less
     than 1.10 to 1.00 at all times.

          (c) Current Ratio - a ratio of (i)(a) Consolidated Current Assets plus
     (b) the unused Revolving Loan Commitments, if any, to (ii) Consolidated
     Current Liabilities of not less than 1.00 to 1.00 at all times.

          (d) Total Liabilities to Tangible Net Worth and Subordinated
     Indebtedness Ratio - a Total Liabilities to Tangible Net Worth and
     Subordinated Indebtedness Ratio of not greater than 1.50 to 1.00 at all
     times.

          (e) No Quarterly Losses - consolidated net earnings (excluding any
     extraordinary gains) of Borrower and its Subsidiaries for each fiscal
     quarter of not less than $0.

      7.4 Inspection.  Permit Agent and each Lender upon 3 days' prior notice
(unless a Default or an Event of Default has occurred which is continuing, in
which case no prior notice is required) to inspect its Property in a manner
consistent with applicable safety requirements and policies of insurance, to
examine its files, books and records, except classified governmental material,
and make and take away copies thereof, and to discuss its affairs with its
officers and accountants, all during normal business hours and at such intervals
and to such extent as Agent may reasonably desire.

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

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

      7.7 Insurance.  Maintain  insurance on its Property with responsible
companies in such amounts, with such deductibles and against such risks as are
usually carried by owners of similar businesses and Properties in the same
general areas in which Borrower or such Subsidiary operates 

                                       42

 
or as Agent may otherwise reasonably require, and furnish Agent satisfactory
evidence thereof promptly upon request. These insurance provisions are
cumulative of the insurance provisions of the Security Documents. Agent shall be
provided with a certificate showing coverages provided under the policies of
insurance and such policies shall be endorsed to the effect that they will not
be canceled for nonpayment of premium, reduced or affected in any material
manner without thirty (30) days' prior written notice to Agent.

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

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

     (b) the filing or commencement of any action, suit or proceeding, whether
at law or in equity or by or before any court or any Governmental Authority
involving claims in excess of $250,000 or which could reasonably be expected to
result in a Default hereunder; and

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

Borrower will also notify Agent in writing at least 30 days prior to the date
that it or any of its Subsidiaries changes its name or the location of its chief
executive office or principal place of business or the place where it keeps its
books and records.  After the Effective Date, Borrower will notify Agent in
writing at least 45 days prior to Borrower's or any of its Subsidiaries'  (other
than Foreign Subsidiaries') acquisition of any real Property or any material
personal Property, wherever located, other than the Collateral covered by the
Security Documents (such acquisition or ownership being herein called an
"Additional Collateral Event" and the Property so acquired or owned being herein
called "Additional Collateral").

      7.9 Capital Adequacy.  If any Lender shall have determined that the
adoption after the Effective Date or effectiveness after the Effective Date
(whether or not previously announced) of any applicable law, rule, regulation or
treaty regarding capital adequacy, or any change therein after the Effective
Date, or any change in the interpretation or administration thereof after the
Effective Date by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender with any request or directive after the Effective Date regarding capital
adequacy (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency has or would have the effect of
reducing the rate of return on such Lender's capital as a consequence of its
obligations hereunder, under the Letters of Credit, the Notes or other
Obligations held by it to a level below that which such Lender could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's policies with respect to capital adequacy) by an amount deemed by
such Lender to be 

                                       43

 
material, then from time to time, upon satisfaction of the conditions precedent
set forth in this Section, after demand by such Lender (with a copy to Agent) as
provided below, pay (subject to Sections 11.7 and 11.15 hereof) to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction. The certificate of any Lender setting forth such amount or amounts as
shall be necessary to compensate it and the basis thereof and reasons therefor
shall be delivered as soon as practicable to Borrower and shall be conclusive
and binding, absent manifest error. Borrower shall pay the amount shown as due
on any such certificate within fifteen (15) Business Days after the delivery of
such certificate. In preparing such certificate, a Lender may employ such
assumptions and allocations of costs and expenses as it shall in good faith deem
reasonable and may use any reasonable averaging and attribution method.

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

                                       44

 
      7.11 Additional Security Documents.  As soon as practicable and in any
event within 30 days after an Additional Collateral Event, Borrower shall (a)
execute and deliver or cause to be executed and delivered Security Documents, in
Proper Form, in favor of Agent and duly executed by the applicable Obligor,
granting a first-priority Lien (except for Permitted Liens) upon the applicable
Additional Collateral securing all of the Obligations (except as the Super
Majority Lenders may otherwise agree in order to limit recording taxes or
similar charges based upon the amount secured), and such other documents
(including, without limitation, all items reasonably required by Agent in
connection with the applicable Security Documents previously executed hereunder,
all in Proper Form) as may be reasonably required by Agent in connection with
the execution and delivery of such Security Documents; (b) deliver or cause to
be delivered such other documents or certificates consistent with the terms of
this Agreement and relating to the transactions contemplated hereby as Agent may
reasonably request, and (c) pay in full all documentary stamps, filing and
recording fees, taxes and other fees and charges payable in connection with the
filing and recording of any such Security Document.

 8.  Negative Covenants.

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

      8.1 Borrowed Money Indebtedness.  Create, incur, suffer or permit to
exist, or assume or guarantee, directly or indirectly, or become or remain
liable with respect to any Borrowed Money Indebtedness, whether direct,
indirect, absolute, contingent or otherwise, except the following: (a)
Indebtedness under this Agreement and the other Loan Documents and Indebtedness
secured by Liens permitted by Section 8.2 hereof; (b) the liabilities existing
on the date of this Agreement and disclosed in the financial statements
delivered on or prior to the Effective Date pursuant to Section 6.2 hereof, and
subject to Section 8.10 hereof, all renewals, extensions and replacements (but
not increases) of any of the foregoing; (c) Interest Rate Risk Indebtedness
approved in writing by the Super Majority Lenders; (d)  purchase money
Indebtedness to acquire Equipment obtained by Borrower or any of its
Subsidiaries in the ordinary course of business not exceeding $600,000 at any
one time outstanding, in the aggregate for all such Indebtedness; (e) pre-
existing Borrowed Money Indebtedness, not to exceed $5,000,000 in the aggregate
at any one time outstanding, of Subsidiaries of Borrower which are acquired
after the date hereof (provided, however, that no such Borrowed Money
Indebtedness was incurred in contemplation of the acquisition of such
Subsidiary), and (f) Subordinated Indebtedness.

      8.2 Liens.  Create or suffer to exist any Lien upon any of its Property
now owned or hereafter acquired, or acquire any Property upon any conditional
sale or other title retention device or arrangement or any purchase money
security agreement; or in any manner directly or indirectly sell, assign, pledge
or otherwise transfer any of its Accounts or General Intangibles; except: (a)
Liens created pursuant to any Loan Document; (b) Permitted Liens and (c) Liens
evidenced by capital leases permitted hereunder.

                                       45

 
      8.3 Contingent Liabilities.  Directly or indirectly guarantee the
performance or payment of, or purchase or agree to purchase, or assume or
contingently agree to become or be secondarily liable in respect of, any
obligation or liability of any other Person except for (a) the endorsement of
checks or other negotiable instruments in the ordinary course of business; (b)
obligations disclosed to Agent in the financial statements delivered on or prior
to the Effective Date pursuant to Section 6.2 hereof (and all renewals,
extensions and replacements--but not increases--of such obligations after the
Effective Date), (c) those liabilities permitted under Sections 8.1 or 8.2
hereof, (d) accounts payable incurred in the ordinary course of business and (e)
other contingent liabilities not exceeding $500,000 at any one time outstanding.

      8.4 Mergers, Consolidations and Dispositions of Assets.  In any single
transaction or series of transactions, directly or indirectly: (a) liquidate or
dissolve provided that any Subsidiary of Borrower may liquidate, dissolve or
take action to wind-up its operations if (i) Borrower determines such action to
be in the best interests of Borrower and its Subsidiaries, (ii) liquidating
dividends are paid to Borrower, and (iii) Borrower gives Agent written notice of
such action at least thirty (30) days prior to taking such action; (b) be a
party to any merger or consolidation unless and so long as (i) no Default or
Event of Default has occurred that is then continuing, (ii) immediately
thereafter and giving effect thereto, no event will occur and be continuing
which constitutes a Default or an Event of Default, (iii) an Obligor is the
surviving Person; (iv) the surviving Person ratifies and assumes each Loan
Document to which any party to such merger was a party, and (v) Agent is given
at least 30 days' prior notice of such merger or consolidation; (c) sell, convey
or lease all or any part of its assets, except for (i) sales of Property in the
ordinary course of business; (ii) sales or other dispositions of Property
expressly permitted by the other terms of this Agreement or any Loan Document,
and (iii) dispositions occurring as the result of a casualty event or
condemnation, or (d) except for Liens in favor of Agent, pledge, transfer or
otherwise dispose of any equity interest in any of Borrower's Subsidiaries or
any Indebtedness of any of Borrower's Subsidiaries or issue or permit any
Subsidiary of Borrower to issue any additional equity interest other than stock
dividends subject to a Lien in favor of Agent.

      8.5 Redemption, Dividends and Distributions.  At any time:  (a) redeem,
retire or otherwise acquire, directly or indirectly, any equity interest in any
Obligor or (b) make any distributions of any Property or cash to the owner of
any of the equity interests in any Obligor other than Permitted Dividends.

      8.6 Nature of Business.  Change the nature of its business or enter into
any business which is substantially different from the business in which it is
presently engaged.

      8.7 Transactions with Related Parties.  Enter into any transaction or
agreement with any officer, director or holder of any equity interest in any
Obligor (or any Affiliate of any such Person) unless the same is upon terms
substantially similar to those obtainable from wholly unrelated sources (to the
best knowledge of Borrower, after making reasonable inquiry).

      8.8 Loans and Investments.  Make any loan, advance, extension of credit or
capital contribution to, or make or have any Investment in, any Person, or make
any commitment to make 

                                       46

 
any such extension of credit or Investment, except (a) Permitted Investments;
(b) normal and reasonable advances in the ordinary course of business to
officers and employees; (c) accounts receivable and accounts payable arising in
the ordinary course of business; (d) deposits in money market funds investing
exclusively in Permitted Investments; (e) Investments disclosed in the financial
statements delivered pursuant to Section 6.1; (f) routine advances by any
Obligor to another Obligor (or any Subsidiary of an Obligor) in the ordinary
course of business other than Investments, not to exceed $500,000 in the
aggregate at any time; and (g) other Investments not to exceed $500,000 in the
aggregate at any time.

      8.9 Subsidiaries.  Form, create or acquire any Subsidiary, except that
Borrower may (subject to the other provisions of this Agreement) form, create or
acquire a wholly-owned Subsidiary so long as (a) immediately thereafter and
giving effect thereto, no event will occur and be continuing which constitutes a
Default; (b) if such Subsidiary is not a Foreign Subsidiary, such Subsidiary
(and, where applicable, Borrower) shall execute and deliver a Guaranty and such
Security Documents as the Majority Lenders may reasonably require; (c) the
certificates evidencing the equity interests owned by Borrower in such
Subsidiary (or 65% of such equity interests in the case of Foreign Subsidiaries)
shall be delivered to Agent and such equity interests shall be pledged to secure
the Obligations in a manner acceptable to Agent, and (d) Agent is given at least
30 days' prior notice of such formation, creation or acquisition.

      8.10 Organizational Documents. Amend, modify, restate or supplement any of
its Organizational Documents if such action could reasonably be expected to have
a Material Adverse Effect.

      8.11 Unfunded Liabilities.  Incur any Unfunded Liabilities after the
Effective Date or allow any Unfunded Liabilities in excess of $250,000, in the
aggregate, to arise or exist.

      8.12 Operating Lease Expenses.  Aggregate operating lease expenses
(excluding lease payments under capital leases) shall not exceed, for Borrower
and its Subsidiaries in the aggregate in any fiscal year, $1,950,000.00.

      8.13 Sale/Leasebacks.  Borrower will not (and will not permit any of its
Subsidiaries to) enter into any sale/leaseback transactions without the prior
written consent of the Super Majority Lenders.  Without limiting the foregoing,
any leasehold estate acquired pursuant to a permitted sale/leaseback shall
constitute Additional Collateral, and the closing of such sale/leaseback
transaction shall constitute an Additional Collateral Event, for all purposes
hereunder.

      8.14 Subordinated Indebtedness.  Except as expressly permitted in writing
by the Super Majority Lenders, Borrower will not (a) amend, modify or obtain or
grant a waiver of any provision of any document or instrument evidencing any
Subordinated Indebtedness in any manner which would have the effect of making
the same more stringent or restrictive as applied to Borrower or its
Subsidiaries or (b) except as provided under the present terms of the
documentation evidencing the Subordinated Indebtedness, purchase, redeem, retire
or otherwise acquire for value, deposit any 

                                       47

 
monies with any Person with respect to or make any payment or prepayment of the
principal of or any other amount owing in respect of, any Subordinated
Indebtedness.

      8.15 Negative Pledges.  Except for (a) any of the Loan Documents, (b)
customary provisions in leases, licenses, asset sale agreements and other
customary agreements not related to the Borrowed Money Indebtedness and entered
into in the ordinary course of business, (c) restrictions imposed by agreements
governing Permitted Liens and (d) the present terms of the documentation
evidencing the Subordinated Indebtedness, enter into any agreement or contract
which limits or restricts in any way the granting of Liens by Borrower or any of
its Subsidiaries securing any of the Obligations.

      8.16 Acquisitions.  Acquire any real Property or any material personal
Property after the Effective Date with respect to which the aggregate
consideration for a single transaction (or a series of related transactions) in
the form of cash and assumed Indebtedness would exceed $5,000,000.

 9.  Defaults.

      9.1 Events of Default.  If any one or more of the following events (herein
called "Events of Default") shall occur, then Agent shall (at the direction of
(x) in the case of an Event of Default under Section 9.1(a) or in the case of
any other Event of Default which is not cured within seventy-five (75) calendar
days after notice to Lenders, the Majority Lenders or (y) in all other cases,
the Super Majority Lenders) do any or all of the following:  (1) without notice
to Borrower or any other Person, declare the Revolving Loan Commitments
terminated (whereupon the Revolving Loan Commitments shall be terminated) and/or
accelerate the Revolving Loan Termination Date to a date as early as the date of
termination of the Revolving Loan Commitments; (2) terminate any Letter of
Credit allowing for such termination, by sending a notice of termination as
provided therein and require Borrower to provide Cover for outstanding Letters
of Credit; (3) declare the principal amount then outstanding of and the unpaid
accrued interest on the Loans and Reimbursement Obligations and all fees and all
other amounts payable hereunder, under the Notes and under the other Loan
Documents to be forthwith due and payable, whereupon such amounts shall be and
become immediately due and payable, without notice (including, without
limitation, notice of acceleration and notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by Borrower; provided that in the case of the occurrence
of an Event of Default with respect to any Obligor referred to in clause (f),
(g) or (h) of this Section 9.1, the Revolving Loan Commitments  shall be
automatically terminated and the principal amount then outstanding of and unpaid
accrued interest on the Loans and the Reimbursement Obligations and all fees and
all other amounts payable hereunder, under the Notes and under the other Loan
Documents shall be and become automatically and immediately due and payable,
without notice (including, without limitation, notice of acceleration and notice
of intent to accelerate), presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by Borrower, and (4) exercise
any or all other rights and remedies available to Agent or any of the Lenders
under the Loan Documents, at law or in equity:

                                       48

 
          (a) Payments - (i) any Obligor shall fail to make any payment or
     required prepayment of any installment of principal on the Loans or any
     Reimbursement Obligation payable under the Notes, this Agreement or the
     other Loan Documents when due or (ii) any Obligor fails to make any payment
     or required payment of interest with respect to the Loans, any
     Reimbursement Obligation or any other fee or amount under the Notes, this
     Agreement or the other Loan Documents when due and such failure to pay
     continues unremedied for a period of three (3) Business Days; or

          (b) Other Obligations - any Obligor shall default in the payment when
     due of any principal of or interest on any Indebtedness having an
     outstanding principal amount of at least $500,000 (other than the Loans and
     Reimbursement Obligations) and such default shall continue beyond any
     applicable period of grace and shall give rise to a right on the part of
     the holder of such Indebtedness to accelerate such Indebtedness; or any
     event or condition shall occur which results in the acceleration of the
     maturity of any such Indebtedness or enables (or, with the giving of notice
     or lapse of time or both, would enable) the holder of any such Indebtedness
     or any Person acting on such holder's behalf to accelerate the maturity
     thereof and such event or condition shall not be cured within any
     applicable period of grace; or

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

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

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

          (f) Involuntary Bankruptcy or Receivership Proceedings - a receiver,
     conservator, liquidator or trustee of any Obligor or of any of its Property
     is appointed by the order or decree of any court or agency or supervisory
     authority having jurisdiction, and such decree or order remains in effect
     for more than 90 days; or any Obligor is adjudicated bankrupt or 

                                       49

 
     insolvent; or any of such Person's Property is sequestered by court order
     and such order remains in effect for more than 90 days; or a petition is
     filed against any Obligor under any state or federal bankruptcy,
     reorganization, arrangement, insolvency, readjustment or debt, dissolution,
     liquidation or receivership law or any jurisdiction, whether now or
     hereafter in effect, and is not dismissed within 90 days after such filing;
     or

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

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

          (i) Undischarged Judgments - a final non-appealable judgment or
     judgments for the payment of money exceeding, in the aggregate, $250,000
     (exclusive of amounts covered by insurance) is rendered by any court or
     other governmental body against any Obligor and such Obligor does not
     discharge the same or provide for its discharge in accordance with its
     terms, or procure a stay of execution thereof within 30 days from the date
     of entry thereof; or

          (j) Security Documents - any Security Document after delivery thereof,
     shall for any reason, except to the extent permitted by the terms of this
     Agreement or such Security Document, ceases to create a valid and perfected
     Lien of the first priority (subject to the Permitted Liens), required
     thereby on any of the Collateral purported to be covered thereby and
     securing that portion of the Obligations which is therein designated as
     being secured, or any Obligor (or any other Person who may have granted or
     purported to grant such Lien) will so state in writing or, after the
     creation thereof as herein provided, Agent shall cease to have a first
     priority Lien (subject to Permitted Liens) upon the equity interests in and
     to Subsidiaries of Borrower (or 65% of such equity interests in the case of
     Foreign Subsidiaries) securing the Obligations; or

          (k) Ownership Change or Encumbrance - (i) any Person other than
     Borrower shall own any equity interest in any Subsidiary of Borrower or any
     Person other than Agent  shall acquire any Lien on Borrower's interest in
     and to the equity interest in any Subsidiary of Borrower; or (ii) any
     Change of Control shall occur.

                                       50

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

      9.3 Collateral Account.  Borrower hereby agrees, in addition to the
provisions of Section 9.1 hereof, that upon the occurrence and during the
continuance of any Event of Default, it shall, if requested by Agent or the
Majority Lenders (through Agent), pay to Agent an amount in immediately
available funds equal to the then aggregate amount available for drawings under
all Letters of Credit issued for the account of Borrower, which funds shall be
held by Agent as Cover.

      9.4 Preservation of Security for Letter of Credit Liabilities.  In the
event that, following (i) the occurrence of an Event of Default and the exercise
of any rights available to Agent or any Lender under the Loan Documents, and
(ii) payment in full of the principal amount then outstanding of and the accrued
interest on the Loans and Reimbursement Obligations and fees and all other
amounts payable hereunder and under the Notes and all other amounts secured by
the Security Documents, any Letter of Credit Liabilities shall remain
outstanding, Agent shall be entitled to hold (and Borrower and each other
Obligor hereby grants and conveys to Agent a security interest in and to) all
cash or other Property ("Proceeds of Remedies") realized or arising out of the
exercise of any rights available under the Loan Documents, at law or in equity,
including, without limitation, the proceeds of any foreclosure, as collateral
for the payment of such Letter of Credit Liabilities.  Such Proceeds of Remedies
shall be held for the ratable benefit of the Lenders.  The rights, titles,
benefits, privileges, duties and obligations of Agent with respect thereto shall
be governed by the terms and provisions of this Agreement and, to the extent not
inconsistent with this Agreement, the applicable Security Documents.  Agent may,
but shall have no obligation to, invest any such Proceeds of Remedies in such
manner as Agent, in the exercise of its sole discretion, deems appropriate.
Such Proceeds of Remedies shall be applied to Reimbursement Obligations arising
in respect of any such Letters of Credit and/or the payment of any Lender's
obligations under any such Letter of Credit when such Letter of Credit is drawn
upon.  Nothing in this Section shall cause or permit an increase 

                                       51

 
in the maximum amount of the Revolving Loan Obligations permitted to be
outstanding from time to time under this Agreement.

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

 10. Agent.

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

                                       52

 
acknowledges that each Issuer shall have no greater responsibility in the
operation of the Letters of Credit than is specified in the Uniform Customs and
Practice for Documentary Credits (1993 Revision, International Chamber of
Commerce Publication No. 500). In any foreclosure proceeding concerning any
Collateral, each holder of an Obligation if bidding for its own account or for
its own account and the accounts of other Lenders is prohibited from including
in the amount of its bid an amount to be applied as a credit against the
Obligations held by it or the Obligations held by the other Lenders; instead,
such holder must bid in cash only. However, in any such foreclosure proceeding,
Agent may (but shall not be obligated to) submit a bid for all Lenders
(including itself) in the form of a credit against the Obligations, and Agent or
its designee may (but shall not be obligated to) accept title to such Collateral
for and on behalf of all Lenders.

      10.2 Reliance.  Agent shall be entitled to rely upon any certification,
notice or other communication (including any thereof by telephone, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel (which may be counsel for Borrower), independent accountants
and other experts selected by Agent.   Agent shall not be required in any way to
determine the identity or authority of any Person delivering or executing the
same.  As to any matters not expressly provided for by this Agreement, the
Letters of Credit, or any other Loan Document, Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and thereunder in
accordance with instructions of the Super Majority Lenders, and any action taken
or failure to act pursuant thereto shall be binding on all of the Lenders.
Pursuant to instructions of the Majority Lenders, Agent shall have the authority
to execute releases of the Security Documents on behalf of the Lenders without
the joinder of any Lender.  If any order, writ, judgment or decree shall be made
or entered by any court affecting the rights, duties and obligations of Agent
under this Agreement or any other Loan Document, then and in any of such events
Agent is authorized, in its sole discretion, to rely upon and comply with such
order, writ, judgment or decree which it is advised by legal counsel of its own
choosing is binding upon it under the terms of this Agreement, the relevant Loan
Document or otherwise; and if Agent complies with any such order, writ, judgment
or decree, then it shall not be liable to any Lender or to any other Person by
reason of such compliance even though such order, writ, judgment or decree may
be subsequently reversed, modified, annulled, set aside or vacated.

      10.3 Defaults.   Agent shall not be deemed to have knowledge of the
occurrence of a Default or Event of Default (other than the non-payment of
principal of or interest on Loans or Reimbursement Obligations) unless Agent has
received notice from a Lender or Borrower specifying such Default or Event of
Default and stating that such notice is a "Notice of Default."  In the event
that Agent receives such a Notice of Default, Agent shall give prompt notice
thereof to the Lenders (and shall give each Lender prompt notice of each such
non-payment).  Agent shall (subject to Section 10.7 hereof) take such action
with respect to such Notice of Default as shall be directed by the requisite
percentage of Lenders as specified herein and within its rights under the Loan
Documents and at law or in equity.

                                       53

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

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

      10.6 Indemnification.  The Lenders agree to indemnify Agent (to the extent
not reimbursed under Section 2.2(c), Section 11.3 or Section 11.4 hereof, but
without limiting the obligations of Borrower under said Sections 2.2(c), 11.3
and 11.4), ratably in accordance with the sum of the Lenders' respective Loans
and available Revolving Loan Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever, REGARDLESS OF
WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES,
which may be imposed on, incurred by or asserted against Agent in any way
relating to or arising out of this Agreement, the Letters of Credit or any other
Loan Document or any other documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby (including, without
limitation, the costs and expenses which Borrower is obligated to pay under
Sections 2.2(c), 11.3 and 11.4 hereof, interest, penalties, attorneys' fees and
amounts paid in settlement, but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents; provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the party to be indemnified.  The obligations of the
Lenders under this Section 10.6 shall survive the termination of this Agreement
and the repayment of the Obligations.

      10.7 Non-Reliance on Agent and Other Lenders.  Each Lender agrees that it
has received current financial information with respect to Borrower and each
other Obligor that it has, independently and without reliance on Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis of Borrower and each other Obligor and
decision to enter into this Agreement and that it will, independently and
without reliance upon Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or
any of the other Loan Documents.  Agent shall not be required to keep itself
informed as to the performance or observance by any Obligor of this Agreement,
the Letters of Credit or any of the other Loan Documents or any other document
referred to or provided for herein 

                                       54

 
or therein or to inspect the Properties or books of any Obligor. Except for
notices, reports and other documents and information expressly required to be
furnished to the Lenders by Agent hereunder, under the Letters of Credit or the
other Loan Documents, Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the affairs,
financial condition or business of any Obligor (or any of their affiliates)
which may come into the possession of Agent.

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

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

      10.10 No Partnership. Neither the execution and delivery of this Agreement
nor any of the other Loan Documents nor any interest the Lenders, Agent or any
of them may now or hereafter have in all or any part of the Obligations shall
create or be construed as creating a partnership, joint venture or other joint
enterprise between the Lenders or among the Lenders and Agent. The relationship
between the Lenders, on the one hand, and Agent, on the other, is and shall be
that of principals and agent only, and nothing in this Agreement or any of the
other Loan Documents shall 

                                       55

 
be construed to constitute Agent as trustee or other fiduciary for any Lender or
to impose on Agent any duty, responsibility or obligation other than those
expressly provided for herein and therein.

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

 11. Miscellaneous.

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

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

      11.3 Expenses, Etc.  Whether or not any Loan is ever made or any Letter of
Credit ever issued, Borrower shall pay or reimburse within 10 Business Days
after written demand (a) Agent and each Lender for paying the reasonable fees
and expenses of legal counsel, together with the reasonable fees and expenses of
each local counsel, in connection with the preparation, negotiation, execution
and delivery of this Agreement (including the exhibits and schedules hereto),
the Security Documents and the other Loan Documents and the making of the Loans
and the issuance of Letters 

                                       56

 
of Credit hereunder, and any modification, supplement or waiver of any of the
terms of this Agreement, the Letters of Credit or any other Loan Document; (b)
Agent and each Lender for any reasonable and customary lien search fees,
collateral audit fees, appraisal fees, survey fees, environmental study fees,
and title insurance costs and premiums; (c) Agent and each Lender for reasonable
out-of-pocket expenses incurred in connection with the preparation,
documentation, administration and syndication of the Loans or any of the Loan
Documents (including, without limitation, the advertising, marketing, printing,
publicity, duplicating, mailing and similar expenses) of the Loans and Letter of
Credit Liabilities; (d) Agent and each Lender for paying all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement, any Letter of
Credit or any other Loan Document or any other document referred to herein or
therein; (e) Agent and each Lender for paying all costs, expenses, taxes,
assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any Lien contemplated by this
Agreement, any Security Document or any document referred to herein or therein,
and (f) following the occurrence and during the continuation of an Event of
Default, any Lender or Agent for paying all amounts reasonably expended,
advanced or incurred by such Lender or Agent to satisfy any obligation of any
Obligor under this Agreement or any other Loan Document, to protect the
Collateral, to collect the Obligations or to enforce, protect, preserve or
defend the rights of the Lenders or Agent under this Agreement or any other Loan
Document, including, without limitation, fees and expenses incurred in
connection with such Lender's or Agent's participation as a member of a
creditor's committee in a case commenced under the Bankruptcy Code or other
similar law, fees and expenses incurred in connection with lifting the automatic
stay prescribed in (S) 362 of the Bankruptcy Code and fees and expenses incurred
in connection with any action pursuant to (S) 1129 of the Bankruptcy Code and
all other reasonable and customary out-of-pocket expenses incurred by such
Lender or Agent in connection with such matters, together with interest thereon
at the Past Due Rate on each such amount from the due date until the date of
reimbursement to such Lender or Agent.

      11.4 Indemnification. Borrower shall indemnify each of Agent, the Lenders,
and each affiliate thereof and their respective directors, officers, employees
and agents from, and hold each of them harmless against, any and all losses,
liabilities, claims or damages to which any of them may become subject,
REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY
INDEMNIFIED PARTIES, insofar as such losses, liabilities, claims or damages
arise out of or result from any (i) actual or proposed use by Borrower of the
proceeds of any extension of credit (whether a Loan or a Letter of Credit) by
any Lender hereunder; (ii) breach by any Obligor of this Agreement or any other
Loan Document; (iii) violation by any Obligor of any Legal Requirement, or (iv)
investigation, litigation or other proceeding relating to any of the foregoing,
and Borrower shall reimburse Agent, each Lender, and each Affiliate thereof and
their respective directors, officers, employees and agents, upon demand for any
reasonable and customary expenses (including reasonable and customary legal
fees) incurred in connection with any such investigation or proceeding;
provided, however, that Borrower shall not have any obligations pursuant to this
Section with respect to any losses, liabilities, claims, damages or expenses
incurred by the Person seeking indemnification by reason of the gross negligence
or willful misconduct of that Person or with respect to any disputes between or
among any of Agent, Lenders and Issuers. Nothing in this Section is intended to
limit the obligations of Borrower under any other provision 

                                       57

 
of this Agreement. Agent shall indemnify Borrower and hold Borrower harmless
from and against the gross negligence or willful misconduct of Agent and each
Lender shall indemnify Borrower and hold Borrower harmless from and against the
gross negligence or willful misconduct of such Lender. In the case of any
indemnification hereunder, Agent or the respective Lender, as appropriate, shall
give written notice to Borrower of any such claim or demand being made against
an indemnified person and Borrower shall have the non-exclusive right to join in
the defense against any such claim or demand, provided that if Borrower provides
a defense, the indemnified person shall bear its own cost of defense unless
there is a conflict of interests between Borrower and such indemnified person.
No Indemnified Person may settle any claim to be indemnified without the consent
of the Borrower, such consent not to be unreasonably withheld or delayed.

      11.5 Amendments, Etc.  No amendment or modification of this Agreement, the
Notes or any other Loan Document shall in any event be effective against
Borrower or any Obligor party thereto unless the same shall be agreed or
consented to in writing by such Person.  No amendment, modification or waiver of
any provision of this Agreement, the Notes or any other Loan Document, nor any
consent to any departure by any Obligor therefrom, shall in any event be
effective against the Lenders unless the same shall be agreed or consented to in
writing by the Super Majority Lenders, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, that no amendment, modification, waiver or consent shall,
unless in writing and signed by each Lender affected thereby, do any of the
following:  (a) increase any Revolving Loan Commitment of any of the Lenders (or
reinstate any termination or reduction of the Revolving Loan Commitments) or
subject any of the Lenders to any additional obligations; (b) reduce the
principal of, or interest on, any Loan, Reimbursement Obligation or fee
hereunder; (c) postpone or extend the Maturity Date, the Revolving Loan
Termination Date, the Revolving Loan Availability Period or any scheduled date
fixed for any payment of principal of, or interest on, any Loan, Reimbursement
Obligation, fee or other sum to be paid hereunder or waive any Event of Default
described in Section 9.1(a) hereof; (d) change the percentage of any of the
Revolving Loan Commitments or of the aggregate unpaid principal amount of any of
the Loans and Letter of Credit Liabilities, or the percentage of Lenders, which
shall be required for the Lenders or any of them to take any action under this
Agreement; (e) change any provision contained in Sections 2.2(c), 7.9, 11.3 or
11.4 hereof or this Section 11.5; (f) release any Person from liability under a
Guaranty or release all or substantially all of the security for the Obligations
or release Collateral (exclusive of Collateral with respect to which Agent is
obligated to provide a release pursuant to this Agreement or any of the other
Loan Documents or by law) in any one (1) calendar year ascribed an aggregate
value on the most recent financial statements of Borrower delivered to Agent in
excess of $1,000,000, or (g) increase any of the fixed percentages to be
multiplied by the aggregate amounts of the components comprising the Borrowing
Base that are described in (i) and (ii) and (iii) of the definition of Borrowing
Base herein.  Notwithstanding anything in this Section 11.5 to the contrary, no
amendment, modification, waiver or consent shall be made with respect to Section
10 without the consent of Agent to the extent it affects Agent, as Agent.

                                       58

 
      11.6 Successors and Assigns.

     (a) This Agreement shall be binding upon and inure to the benefit of
Borrower, Agent and the Lenders and their respective successors and assigns;
provided, however, that, except as permitted by Section 8.4 hereof, Borrower may
not assign or transfer any of its rights or obligations hereunder without the
prior written consent of all of the Lenders, and any such assignment or transfer
without such consent shall be null and void.  Each Lender may sell
participations to any Person in all or part of any Loan, or all or part of its
Notes, Revolving Loan Commitments or interests in Letters of Credit, in which
event, without limiting the foregoing, the provisions of the Loan Documents
shall inure to the benefit of each purchaser of a participation; provided,
however, the pro rata treatment of payments, as described in Section 4.2 hereof
and rights to compensation under Section 3.3 hereof, shall be determined as if
such Lender had not sold such participation.  Any Lender that sells one or more
participations to any Person shall not be relieved by virtue of such
participation from any of its obligations to Borrower under this Agreement
relating to the Loans. In the event any Lender shall sell any participation,
such Lender shall retain the sole right and responsibility to enforce the
obligations of Borrower relating to the Loans, including, without limitation,
the right to approve any amendment, modification or waiver of any provision of
this Agreement other than amendments, modifications or waivers with respect to
(i) any fees payable hereunder to the Lenders, (ii) the amount of principal or
the rate of interest payable on, or the dates fixed for the scheduled repayment
of principal of, the Loans and (iii) the release of the Liens on all or
substantially all of the Collateral.

     (b) Each Lender may assign to one or more Lenders or any other Person all
or a portion of its interests, rights and obligations under this Agreement;
provided, however, that (i) the aggregate amount of the Loans and available
Revolving Loan Commitments of the assigning Lender subject to each such
assignment shall in no event be less than $2,000,000; (ii) other than in the
case of an assignment to another Lender (that is, at the time of the assignment,
a party hereto) or to an Affiliate of such Lender or to a Federal Reserve Bank,
Agent and, so long as no Event of Default shall have occurred and be continuing,
Borrower must each give its prior written consent, which consents shall not be
unreasonably withheld, and (iii) the parties to each such assignment shall
execute and deliver to Agent, for its acceptance an Assignment and Acceptance in
substantially the form of Exhibit D hereto (each an "Assignment and Acceptance")
with blanks appropriately completed, together with any Note or Notes subject to
such assignment and a processing and recording fee of $3,000 paid by the
assignee (for which Borrower will have no liability).  Upon such execution,
delivery and acceptance, from and after the effective date specified in each
Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (B) the Lender thereunder shall, to
the extent provided in such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto except in respect of provisions of this Agreement which survive payment
of the Obligations and termination of the Commitments).  Notwithstanding
anything contained in this Agreement to the contrary, any Lender may at any time
assign all or any portion of 

                                       59

 
its rights under this Agreement and the Notes issued to it as collateral to a
Federal Reserve Bank; provided that no such assignment shall release such Lender
from any of its obligations hereunder.

     (c) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows:  (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, such Lender
assignor makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or any of the other Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any of the other Loan Documents or any other instrument or
document furnished pursuant thereto; (ii) such Lender assignor makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of Borrower or any Obligor or the performance or observance
by Borrower or any Obligor of any of its obligations under this Agreement or any
of the other Loan Documents to which it is a party or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements most recently delivered under either Section 6.2 or Section 7.2
hereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance upon
Agent, such Lender assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and the
other Loan Documents; (v) such assignee appoints and authorizes Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and (vi)
such assignee agrees that it will perform in accordance with their terms all
obligations that by the terms of this Agreement and the other Loan Documents are
required to be performed by it as a Lender.

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

     (e) Upon Agent's receipt of an Assignment and Acceptance executed by an
assigning Lender and the assignee thereunder, together with any Note or Notes
subject to such assignment and the written consent to such assignment (to the
extent consent is required), Agent shall, if such Assignment and Acceptance has
been completed with blanks appropriately filled, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in its records and
(iii) give prompt notice thereof to Borrower.  Within five Business Days after
receipt of notice, Borrower, at its own expense, shall execute and deliver to
Agent in exchange for the surrendered Notes new Notes to the order of such
assignee in an amount equal to the Loans and available Revolving Loan

                                       60

 
Commitments assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained Loans and available Revolving Loan Commitments
hereunder, new Notes to the order of the assigning Lender in an amount equal to
the Loans and available Revolving Loan Commitments retained by it hereunder.
Such new Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of the respective Note.  Thereafter, such surrendered Notes shall be marked
renewed and substituted and the originals thereof delivered to Borrower (with
copies to be retained by Agent).

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

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

                                       61

 
excess interest shall be canceled automatically as of the date of such
acceleration, prepayment or other event which produces the excess, and, if such
excess interest has been paid to such Person, it shall be credited pro tanto
against the then-outstanding principal balance of Borrower's obligations to such
Person, effective as of the date or dates when the event occurs which causes it
to be excess interest, until such excess is exhausted or all of such principal
has been fully paid and satisfied, whichever occurs first, and any remaining
balance of such excess shall be promptly refunded to its payor.

      11.8 Survival.  The obligations of Borrower under Sections 2.2(c), 2.2(d),
7.9, 11.3 and 11.4 hereof and all other obligations of Borrower in any other
Loan Document (to the extent stated therein), the obligations of each Issuer
under the last sentence of Section 2.2(b)(iii) and the obligations of the
Lenders under Sections 4.1(d), 10.6, 11.7, 11.13 and 11.16 hereof, shall,
notwithstanding anything herein to the contrary, survive the repayment of the
Loans and Reimbursement Obligations and the termination of the Revolving Loan
Commitments and the Letters of Credit.

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

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

      11.11 Governing Law; Venue. THIS AGREEMENT AND (EXCEPT AS THEREIN
PROVIDED) THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES
OF AMERICA FROM TIME TO TIME IN EFFECT. This Agreement and all of the other Loan
Documents are performable in Dallas County, Texas, which shall be a proper place
of venue for suit on or in respect of this note. Borrower hereby irrevocably
agrees that any legal proceeding in respect of this Agreement or any of the
other Loan Documents shall be brought in the district courts of Dallas County,
Texas, or in the United States District Court for the Northern District of
Texas, Dallas Division (collectively, the "Specified Courts"). Borrower hereby
irrevocably submits to the nonexclusive jurisdiction of the state and federal
courts of the State of Texas. Borrower hereby irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any of the Loan Documents brought in any Specified Court, and
hereby further irrevocably waives any claims that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Borrower further irrevocably consents to the service of process out of any of
the Specified Courts in any such suit, action or proceeding by the mailing of
copies thereof by certified mail, return receipt requested, postage prepaid, to
Borrower. Nothing herein shall affect the right of Agent or any Lender to
commence legal proceedings or otherwise proceed against Borrower in any
jurisdiction or to serve process in any manner permitted by applicable law.
Borrower agrees that a final judgment in any

                                       62

 
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

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

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

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

      11.15 Limitation on Charges; Substitute Lenders; Non-Discrimination.
Anything in Sections 2.2(d), 3.3(c) or 7.9 notwithstanding:

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

                                       63

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

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

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

      11.17 Jury Waiver. BORROWER, AGENT AND LENDERS EACH WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

                                       64

 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.

                              BOOTS & COOTS INTERNATIONAL WELL
                              CONTROL, INC., a Delaware corporation


                              By:__________________________________
                              Name:________________________________
                              Title:_______________________________


                              Address for Notices:

                              777 Post Oak, 8th Floor
                              Houston, Texas 77056
                              Attention: Mr. Tom Easley

                                       65

 
                              COMERICA BANK-TEXAS,
                              as Agent, Issuer and as a Lender


                              By:_____________________________
                              Name:___________________________
                              Title:__________________________

                              Address for Notices:

Revolving Loan Commitment:    1601 Elm Street
                              Dallas, Texas 75201
                              Attention:  Mr. Gary W. Orr
$25,000,000.00                Telecopy No.: __________________

                              with a copy to:

                              Comerica Bank-Texas
                              P.O. Box 4167
                              Houston, Texas 77210-4167
                              Attention: Mr. Dan Evans
                              Telecopy No.: (713) 220-5650

                                       66