{"id":41102,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-agreement-boots-amp-amp-coots-international-well-control.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-boots-amp-amp-coots-international-well-control","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-agreement-boots-amp-amp-coots-international-well-control.html","title":{"rendered":"Loan Agreement &#8211; Boots &#038; Coots International Well Control Inc. and Comerica Bank"},"content":{"rendered":"<pre>                                 LOAN AGREEMENT\n\n                    ($25,000,000.00 REVOLVING LOAN FACILITY)\n\n                         DATED AS OF OCTOBER 28, 1998\n\n                                     AMONG\n\n                BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.,\n                                  AS BORROWER,\n\n                              COMERICA BANK-TEXAS,\n                           AS AGENT AND AS A LENDER,\n\n                                      AND\n\n                       THE OTHER LENDERS NOW OR HEREAFTER\n                                 PARTIES HERETO\n\n \n                               TABLE OF CONTENTS\n\n                                                               PAGE\n                                                               ----\n1.   DEFINITIONS...............................................  1\n     1.1   CERTAIN DEFINED TERMS...............................  1\n     1.2   MISCELLANEOUS....................................... 20\n\n2.   COMMITMENTS AND LOANS..................................... 21\n     2.1   LOANS............................................... 21\n     2.2   LETTERS OF CREDIT................................... 21\n     2.3   TERMINATIONS OR REDUCTIONS OF  COMMITMENTS.......... 24\n     2.4   COMMITMENT FEES..................................... 25\n     2.5   SEVERAL OBLIGATIONS................................. 25\n     2.6   NOTES............................................... 25\n     2.7   USE OF PROCEEDS..................................... 26\n\n3.   BORROWINGS, PAYMENTS, PREPAYMENTS AND INTEREST OPTIONS.... 26\n     3.1   BORROWINGS.......................................... 26\n     3.2   PAYMENTS AND PREPAYMENTS............................ 26\n     3.3   INTEREST OPTIONS.................................... 27\n\n\n4.   PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC........... 31\n     4.1   PAYMENTS............................................ 31\n     4.2   PRO RATA TREATMENT.................................. 33\n     4.3   CERTAIN ACTIONS, NOTICES, ETC....................... 33\n     4.4   NON-RECEIPT OF FUNDS BY AGENT....................... 34\n     4.5   SHARING OF PAYMENTS, ETC............................ 34\n\n\n5.   CONDITIONS PRECEDENT...................................... 35\n     5.1   INITIAL LOANS AND LETTERS OF CREDIT................. 35\n     5.2   ALL LOANS AND LETTERS OF CREDIT..................... 36\n\n6.   REPRESENTATIONS AND WARRANTIES............................ 37\n     6.1   ORGANIZATION........................................ 37\n     6.2   FINANCIAL STATEMENTS................................ 37\n     6.3   ENFORCEABLE OBLIGATIONS; AUTHORIZATION.............. 37\n     6.4   OTHER DEBT.......................................... 38\n     6.5   LITIGATION.......................................... 38\n     6.6   TITLE............................................... 38\n     6.7   TAXES............................................... 38\n     6.8   REGULATIONS U AND X................................. 38\n     6.9   SUBSIDIARIES........................................ 38\n\n \n     6.10  NO UNTRUE OR MISLEADING STATEMENTS.................. 38\n     6.11  ERISA............................................... 39\n     6.12  INVESTMENT COMPANY ACT.............................. 39\n     6.13  PUBLIC UTILITY HOLDING COMPANY ACT.................. 39\n     6.14  SOLVENCY............................................ 39\n     6.15  FISCAL YEAR......................................... 39\n     6.16  COMPLIANCE.......................................... 39\n     6.17  ENVIRONMENTAL MATTERS............................... 39\n     6.18  COLLATERAL COVERED.................................. 40\n\n7.   AFFIRMATIVE COVENANTS..................................... 40\n     7.1   TAXES, EXISTENCE, REGULATIONS, PROPERTY, ETC........ 40\n     7.2   FINANCIAL STATEMENTS AND INFORMATION................ 40\n     7.3   FINANCIAL TESTS..................................... 41\n     7.4   INSPECTION.......................................... 42\n     7.5   FURTHER ASSURANCES.................................. 42\n     7.6   BOOKS AND RECORDS................................... 42\n     7.7   INSURANCE........................................... 42\n     7.8   NOTICE OF CERTAIN MATTERS........................... 43\n     7.9   CAPITAL ADEQUACY.................................... 43\n     7.10  ERISA INFORMATION AND COMPLIANCE.................... 44\n     7.11  ADDITIONAL SECURITY DOCUMENTS....................... 44\n     \n8.   NEGATIVE COVENANTS........................................ 45\n     8.1   BORROWED MONEY INDEBTEDNESS......................... 45\n     8.2   LIENS............................................... 45\n     8.3   CONTINGENT LIABILITIES.............................. 45\n     8.4   MERGERS, CONSOLIDATIONS AND DISPOSITIONS OF ASSETS.. 46\n     8.5   REDEMPTION, DIVIDENDS AND DISTRIBUTIONS............. 46\n     8.6   NATURE OF BUSINESS.................................. 46\n     8.7   TRANSACTIONS WITH RELATED PARTIES................... 46\n     8.8   LOANS AND INVESTMENTS............................... 46\n     8.9   SUBSIDIARIES........................................ 47\n     8.10  ORGANIZATIONAL DOCUMENTS............................ 47\n     8.11  UNFUNDED LIABILITIES................................ 47\n     8.12  OPERATING LEASE EXPENSES............................ 47\n     8.13  SALE\/LEASEBACKS..................................... 47\n     8.14  SUBORDINATED INDEBTEDNESS........................... 47\n     8.15  NEGATIVE PLEDGES.................................... 47\n     8.16  ACQUISITIONS........................................ 48\n\n9.   DEFAULTS.................................................. 48\n     9.1   EVENTS OF DEFAULT................................... 48\n\n                                       II\n\n \n     9.2    RIGHT OF SETOFF.................................... 50\n     9.3    COLLATERAL ACCOUNT................................. 51\n     9.4    PRESERVATION OF SECURITY FOR LETTER OF CREDIT\n             LIABILITIES....................................... 51\n     9.5    REMEDIES CUMULATIVE................................ 51\n\n10.  AGENT..................................................... 52\n     10.1   APPOINTMENT, POWERS AND IMMUNITIES................. 52\n     10.2   RELIANCE........................................... 53\n     10.3   DEFAULTS........................................... 53\n     10.4   MATERIAL WRITTEN NOTICES........................... 53\n     10.5   RIGHTS AS A LENDER................................. 53\n     10.6   INDEMNIFICATION.................................... 54\n     10.7   NON-RELIANCE ON AGENT AND OTHER LENDERS............ 54\n     10.8   FAILURE TO ACT..................................... 54\n     10.9   RESIGNATION OR REMOVAL OF AGENT.................... 55\n     10.10  NO PARTNERSHIP..................................... 55\n     10.11  AUTHORITY OF AGENT................................. 55\n\n11.  MISCELLANEOUS............................................. 56\n     11.1   WAIVER............................................. 56\n     11.2   NOTICES............................................ 56\n     11.3   EXPENSES, ETC...................................... 56\n     11.4   INDEMNIFICATION.................................... 57\n     11.5   AMENDMENTS, ETC.................................... 58\n     11.6   SUCCESSORS AND ASSIGNS............................. 58\n     11.7   LIMITATION OF INTEREST............................. 61\n     11.8   SURVIVAL........................................... 61\n     11.9   CAPTIONS........................................... 62\n     11,10  COUNTERPARTS....................................... 62\n     11.11  GOVERNING LAW; VENUE............................... 62\n     11.12  SEVERABILITY....................................... 62\n     11.13  TAX FORMS.......................................... 62\n     11.14  CONFLICTS BETWEEN THIS AGREEMENT AND THE OTHER\n               LOAN DOCUMENTS.................................. 63\n     11.15  LIMITATION ON CHARGES; SUBSTITUTE LENDERS;\n                NON-DISCRIMINATION............................. 63\n     11.16  CONFIDENTIALITY.................................... 64\n     11.17  JURY WAIVER........................................ 64\n\n                                      III\n\n \nEXHIBITS\n--------\n     A -- Request for Extension of Credit\n     B -- Rate Designation Notice\n     C -- Revolving Note\n     D -- Assignment and Acceptance\n     E -- Compliance Certificate\n     F -- Borrowing Base Certificate\n\n                                       IV\n\n \n                                 LOAN AGREEMENT\n                                 --------------\n\n\n     THIS LOAN AGREEMENT is made and entered into as of October 28, 1998 (the\n\"Effective Date\"), by and among BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.,\na Delaware corporation (together with its permitted successors and assigns,\nherein called the \"Borrower\"); each of the lenders which is or may from time to\ntime become a party hereto (individually, a \"Lender\" and, collectively, the\n\"Lenders\")(the terms \"Revolving Loan Lenders\" and \"Lenders\" shall have the same\nmeaning hereunder), and COMERICA BANK-TEXAS (\"Comerica\"), as agent for the\nLenders (in such capacity, together with its successors in such capacity, the\n\"Agent\").\n\n     The parties hereto agree as follows:\n\n 1.  DEFINITIONS.\n\n      1.1 CERTAIN DEFINED TERMS.\n\n     In this Agreement, terms defined above shall have the meanings ascribed to\nthem above. Unless a particular term, word or phrase is otherwise defined or the\ncontext otherwise requires, capitalized terms, words and phrases used herein or\nin the Loan Documents (as hereinafter defined) have the following meanings (all\ndefinitions that are defined in this Agreement or in the Loan Documents in the\nsingular have the same meanings when used in the plural and vice versa):\n\n     Accounts, Equipment, General Intangibles and Inventory shall have the\nrespective meanings assigned to them in the Uniform Commercial Code enacted in\nthe State of Texas as Sections 1 through 11 of the Texas Business and Commerce\nCode, in force on the Effective Date.\n\n     Additional Interest means the aggregate of all amounts accrued or paid\npursuant to the Notes or any of the other Loan Documents (other than interest on\nthe Notes at the Stated Rate) which, under applicable laws, are or may be deemed\nto constitute interest on the indebtedness evidenced by the Notes or any other\namounts owing under any Loan Document.\n\n     Additional Collateral shall have the meaning ascribed to such term in\nSection 7.8 hereof.\n\n     Additional CollateraL Event shall have the meaning ascribed to such term in\nSection 7.8 hereof.\n\n     Adjusted LIBOR means, with respect to each Interest Period applicable to a\nLIBOR Borrowing, a rate per annum equal to the quotient, expressed as a\npercentage, of (a) LIBOR with respect to such Interest Period divided by (b)\n1.0000 minus the Eurodollar Reserve Requirement in effect on the first day of\nsuch Interest Period.\n\n     Affiliate means any Person controlling, controlled by or under common\ncontrol with any other Person.  For purposes of this definition, \"control\"\n(including \"controlled by\" and \"under \n\n \ncommon control with\") means the possession, directly or indirectly, of the power\nto direct or cause the direction of the management and policies of such Person,\nwhether through the ownership of voting securities or otherwise.\n\n     Agreement means this Loan Agreement, as it may from time to time be\namended, modified, restated or supplemented.\n\n     Annual Financial Statements means the annual financial statements of a\nPerson, including all notes thereto, which statements shall include a balance\nsheet as of the end of the fiscal year relating thereto and an income statement\nand a statement of cash flows for such fiscal year, all setting forth in\ncomparative form the corresponding figures from the previous fiscal year, all\nprepared in conformity with GAAP in all material respects, and accompanied by\nthe opinion of independent certified public accountants of recognized national\nstanding, which shall state that such financial statements present fairly in all\nmaterial respects the financial position of such Person and, if such Person has\nany Subsidiaries, its consolidated Subsidiaries as of the date thereof and the\nresults of its operations for the period covered thereby in conformity with\nGAAP.  Annual Financial Statements shall also include unaudited consolidating\nfinancial statements for Borrower and its Subsidiaries, in Proper Form,\ncertified by the chief financial officer or other authorized officer of Borrower\nas presenting fairly in all material respects the consolidating financial\nposition of the applicable Person.\n\n     Applications means all applications and agreements for Letters of Credit,\nor similar instruments or agreements, in Proper Form, now or hereafter executed\nby any Person in connection with any Letter of Credit now or hereafter issued or\nto be issued under the terms hereof at the request of Borrower.\n\n     Assignment and Acceptance shall have the meaning ascribed to such term in\nSection 11.6(b) hereof.\n\n     Bankruptcy Code means the United States Bankruptcy Code, as amended, and\nany successor statute.\n\n     Base Rate means for any day a rate per annum equal to the lesser of (a) the\ngreater of (1) the Prime Rate for that day and (2) the Federal Funds Rate for\nthat day plus  1\/2 of 1% or (b) the Ceiling Rate.  If for any reason Agent shall\nhave determined (which determination shall be conclusive and binding, absent\nmanifest error) that it is unable to ascertain the Federal Funds  Rate for any\nreason, including, without limitation, the inability or failure of Agent to\nobtain sufficient quotations in accordance with the terms hereof, the Base Rate\nshall, until the circumstances giving rise to such inability no longer exist, be\nthe lesser of (a) the Prime Rate or (b) the Ceiling Rate.\n\n     Base Rate Borrowing means that portion of the principal balance of the\nLoans at any time bearing interest at the Base Rate.\n\n     Borrowed Money Indebtedness means, with respect to any Person, without\nduplication, (i) all obligations of such Person for borrowed money, (ii) all\nobligations of such Person evidenced by \n\n                                       2\n\n \nbonds, debentures, notes or similar instruments evidencing borrowed money, (iii)\nall obligations of such Person under conditional sale or other title retention\nagreements relating to Property purchased by such Person, (iv) all obligations\nof such Person issued or assumed as the deferred purchase price of Property or\nservices (excluding trade debt and obligations of such Person to creditors for\nraw materials, inventory, services and supplies and deferred payments for\nservices to employees and former employees incurred in the ordinary course of\nsuch Person's business), (v) all lease obligations of such Person which have\nbeen capitalized on the balance sheet of such Person in accordance with GAAP,\n(vi) all obligations of others secured by any Lien on Property owned or acquired\nby such Person, whether or not the obligations secured thereby have been\nassumed, equal to the lesser of the amount of such obligation or the fair market\nvalue of such Property, (vii) Interest Rate Risk Indebtedness of such Person,\n(viii) all obligations of such Person in respect of outstanding letters of\ncredit issued for the account of such Person and (ix) all guarantees of such\nPerson.\n\n     Borrowing Base means, as at any date, the amount of the Borrowing Base\nshown on the Borrowing Base Certificate then most recently delivered pursuant to\nSection 7.2 hereof, determined by calculating the amount equal to:\n\n     (i)  80% of the aggregate amount of all Eligible Accounts of Borrower and\n          its Subsidiaries (other than Foreign Subsidiaries) at said date, plus\n\n     (ii) 50% of all Eligible Inventory of Borrower and its Subsidiaries (other\n          than Foreign Subsidiaries) at said date (determined at the lower of\n          cost or market on a consistent basis); provided that the amount\n          calculated pursuant to this clause (ii) shall not exceed\n          $10,000,000.00, plus\n\n     (iii)80% of the aggregate amount of all Eligible Equipment of Elmagco,\n          Inc. at said date; provided that no amounts shall be included in the\n          Borrowing Base by reason of this clause (iii) after November 20, 1998,\n          plus\n\n     (iv) prior to (but not after) November 20, 1998, $3,500,000.00.\n\nIn the absence of a current Borrowing Base Certificate, Agent shall determine\nthe Borrowing Base from time to time in its reasonable discretion, taking into\naccount all information reasonably available to it, and the Borrowing Base from\ntime to time so determined shall be the Borrowing Base for all purposes of this\nAgreement until a current Borrowing Base Certificate, in Proper Form, is\nfurnished to and accepted by Agent.\n\n     Borrowing Base Certificate shall mean a certificate, duly executed by the\nchief executive officer, chief financial officer, treasurer or controller of\nBorrower, appropriately completed and in substantially the form of Exhibit F\nhereto.  Each Borrowing Base Certificate shall be effective only as accepted by\nAgent (and with such revisions, if any, as Agent may reasonably require as a\ncondition to such acceptance).\n\n                                       3\n\n \n     Business Day means any day other than a day on which commercial banks are\nauthorized or required to close in Dallas, Texas or Houston, Texas.\n\n     Ceiling Rate means, on any day, with respect to any Person, the maximum\nnonusurious rate of interest permitted for that day by whichever of applicable\nfederal or Texas (or any jurisdiction whose usury laws are deemed to apply to\nthe Notes or any other Loan Documents despite the intention and desire of the\nparties to apply the usury laws of the State of Texas) laws permits the higher\ninterest rate, stated as a rate per annum.  On each day, if any, that Chapter 1D\nestablishes the Ceiling Rate, the Ceiling Rate shall be the \"weekly rate\nceiling\" (as defined in (S)303 of the Texas Finance Code ) for that day.  Agent\nmay from time to time, as to current and future balances, implement any other\nceiling under the Texas Finance Code or Chapter 1D by notice to Borrower, if and\nto the extent permitted by the Texas Finance Code or Chapter 1D.  Without notice\nto Borrower or any other person or entity, the Ceiling Rate shall automatically\nfluctuate upward and downward as and in the amount by which such maximum\nnonusurious rate of interest permitted by applicable law fluctuates.\n\n     Change of Control means a change resulting when any Unrelated Person or any\nUnrelated Persons (other than any Person that Beneficially Owns at least 10% of\nthe aggregate voting power of all classes of Voting Stock of Borrower as of the\ndate hereof) acting together which would constitute a Group together with any\nAffiliates or Related Persons thereof (in each case also constituting Unrelated\nPersons) shall at any time either (i) Beneficially Own more than 50% of the\naggregate voting power of all classes of Voting Stock of Borrower or (ii)\nsucceed in having sufficient of its or their nominees elected to the Board of\nDirectors of Borrower such that such nominees, when added to any existing\ndirectors remaining on the Board of Directors of Borrower after such election\nwho is an Affiliate or Related Person of such Person or Group, shall constitute\na majority of the Board of Directors of Borrower.  As used herein (a)\n\"Beneficially Own\" means \"beneficially own\" as defined in Rule 13d-3 of the\nSecurities Exchange Act of 1934, as amended, or any successor provision thereto;\nprovided, however, that, for purposes of this definition, a Person shall not be\ndeemed to Beneficially Own securities tendered pursuant to a tender or exchange\noffer made by or on behalf of such Person or any of such Person's Affiliates\nuntil such tendered securities are accepted for purchase or exchange; (b)\n\"Group\" means a \"group\" for purposes of Section 13(d) of the Securities Exchange\nAct of 1934, as amended; (c) \"Unrelated Person\" means at any time any Person\nother than Borrower or any Subsidiary of Borrower and other than any trust for\nany employee benefit plan of Borrower or any Subsidiary of Borrower; (d)\n\"Related Person\" of any Person shall mean any other Person owning (1) 5% or more\nof the outstanding common stock of such Person or (2) 5% or more of the Voting\nStock of such Person; and (e) \"Voting Stock\" of any Person shall mean capital\nstock of such Person which ordinarily has voting power for the election of\ndirectors (or persons performing similar functions) of such Person, whether at\nall times or only so long as no senior class of securities has such voting power\nby reason of any contingency.\n\n     Chapter 1D means Chapter 1D of Title 79, Texas Rev. Civ. Stats. 1925, as\namended.\n\n                                       4\n\n \n     Code means the Internal Revenue Code of 1986, as amended, as now or\nhereafter in effect, together with all regulations, rulings and interpretations\nthereof or thereunder by the Internal Revenue Service.\n\n     Collateral means all Property, tangible or intangible, real, personal or\nmixed, now or hereafter subject to the Liens created pursuant to any of the\nSecurity Documents.\n\n     Compliance Certificate shall have the meaning given to it in Section 7.2(c)\nhereof.\n\n     Consolidated Current Assets means, on any date as of which the amount\nthereof is to be determined, the total assets of Borrower and its Subsidiaries\nwhich would be shown as current assets on a balance sheet of Borrower and its\nSubsidiaries prepared in accordance with GAAP at such time.\n\n     Consolidated Current Liabilities means, on any date as of which the amount\nthereof is to be determined, the total liabilities of Borrower and its\nSubsidiaries which would be shown as current liabilities on a balance sheet of\nBorrower and its Subsidiaries prepared in accordance with GAAP at such time.\n\n     Controlled Group means all members of a controlled group of corporations\nand all trades or businesses (whether or not incorporated) under common control\nwhich, together with Borrower, are treated as a single employer under Section\n414 of the Code.\n\n     Corporation means any corporation, limited liability company, partnership,\njoint venture, joint stock association, business trust and other business\nentity.\n\n     Cover for Letter of Credit Liabilities shall be effected by paying to Agent\nimmediately available funds, to be held by Agent in a collateral account\nmaintained by Agent at its Principal Office and collaterally assigned as\nsecurity for the financial accommodations extended pursuant to this Agreement\nusing documentation reasonably satisfactory to Agent, in the amount required by\nany applicable provision hereof.  Such amount shall be retained by Agent in such\ncollateral account until such time as in the case of the Cover being provided\npursuant to Sections 2.2(a) or 9.3 hereof, the applicable Letter of Credit shall\nhave expired and the Reimbursement Obligations, if any, with respect thereto\nshall have been fully satisfied; provided, however, that at such time if a\nDefault or Event of Default has occurred and is continuing, Agent shall not be\nrequired to release such amount in such collateral account until such Default or\nEvent of Default shall have been cured or waived.\n\n     Debt to EBITDA Ratio means, as of any day, the ratio of (a) Borrowed Money\nIndebtedness of Borrower and its consolidated Subsidiaries as of such date to\n(b) EBITDA for the 12 months ending on such date; provided however, that for\npurposes of this ratio only, so long as Borrower shall have delivered to Agent\nfinancial information satisfactory to the Super Majority Lenders regarding the\nProperty acquired which disclose the prior operating results of such Property,\nthe pro forma effect of any acquisition by Borrower or any of its consolidated\nSubsidiaries of any Subsidiary during such 12-month period shall be included in\nEBITDA as if such acquisition occurred on the first day of such period.\n\n                                       5\n\n \n     Default means an Event of Default or an event which with notice or lapse of\ntime or both would, unless cured or waived, become an Event of Default.\n\n     Dollars and $ means lawful money of the United States of America.\n\n     EBITDA  means, without duplication, for any period the consolidated net\nearnings (excluding any extraordinary gains) of Borrower and its Subsidiaries\nplus, to the extent deducted in calculating consolidated net income,\ndepreciation, amortization, other non-cash items, Interest Expense, and federal,\nstate and foreign income tax expense.\n\n     Eligible Accounts shall mean, as at any date of determination thereof, each\nAccount of Borrower or any of its Subsidiaries (other than Foreign Subsidiaries)\nwhich is subject to a Lien created by any Security Document and on which Agent\nshall have a first-priority perfected Lien (subject only to Permitted Liens)\nwhich is at said date payable to Borrower or any such Subsidiary and which\ncomplies with the following requirements:  (a) (i) the subject goods have been\nsold to an account debtor on an absolute sale basis on open account and not on\nconsignment, on approval or on a \"sale or return\" basis or subject to any other\nrepurchase or return agreement and no material part of the subject goods has\nbeen returned, rejected, lost or damaged (provided that the foregoing shall not\ndisqualify accounts arising from goods sold with usual and customary sales\nwarranties or having warranty claims which are not material), (ii) the Account\nis stated to be payable in Dollars and is not evidenced by chattel paper or an\ninstrument of any kind (unless Agent has a perfected first priority Lien\n(subject only to Permitted Liens) on such chattel paper or instrument) and said\naccount debtor is not insolvent or the subject of any bankruptcy or insolvency\nproceedings of any kind unless Borrower or its applicable Subsidiary, as the\ncase may be, has received a letter of credit, bond or other financial guarantee\nin an amount equal to or greater than such Account issued by a Qualified\nInstitution and otherwise in form and substance satisfactory to Agent; (b) the\naccount debtor must be located in the United States, except for (x) Accounts as\nto which Borrower or its applicable Subsidiary, as the case may be, has received\na letter of credit, bond or other financial guarantee in an amount equal to or\ngreater than such Account issued by a Qualified Institution and otherwise in\nform and substance satisfactory to Agent and (y) other Accounts approved in\nwriting by Agent from major U.S. international companies' foreign domiciled\nsubsidiaries and affiliates (such approval not to be unreasonably withheld so\nlong as the aggregate amount of such Accounts does not exceed $4,375,000.00);\n(c) it is a valid obligation of the account debtor thereunder and is not subject\nto any offset or other defense on the part of such account debtor or to any\nclaim on the part of such account debtor denying liability thereunder (provided\nthat the foregoing shall not disqualify accounts arising from goods sold with\nusual and customary sales warranties or having warranty claims which are not\nmaterial); (d) it is subject to no Lien whatsoever, except for the Liens created\nor permitted pursuant to the Loan Documents; (e) it is evidenced by an invoice\nsubmitted to the account debtor in timely fashion and in the normal course of\nbusiness; (f) it has not remained unpaid beyond 90 days after the date of the\ninvoice; (g) it does not arise out of transactions with an employee, officer,\nagent, director or stockholder of Borrower or any of its Subsidiaries or any\nAffiliate of Borrower or any of its Subsidiaries; (h) not more than 20% (or such\nhigher percentage as Agent may approve in writing for any particular account\ndebtor) of the other Accounts of the applicable account debtor or any of its\nAffiliates fail to satisfy all of the requirements of an \"Eligible Account\"; (i)\ninclusion of the \n\n                                       6\n\n \napplicable Account does not cause the total Eligible Accounts with respect to\nthe applicable account debtor and its Affiliates, in the aggregate, to exceed\n10% of the total Eligible Accounts, and (j) each of the representations and\nwarranties set forth in the Security Documents executed by Borrower and its\nSubsidiaries with respect thereto is true and correct in all material respects\non such date. In the event of any dispute under the foregoing criteria, about\nwhether an Account is or has ceased to be an Eligible Account, the decision of\nAgent, made in good faith, shall be conclusive and binding, absent manifest\nerror.\n\n     Eligible Equipment shall mean, as at any date of determination thereof,\nEquipment of Elmagco, Inc. which is subject to a Lien created by any Security\nDocuments and on which Agent shall have a first-priority perfected Lien (subject\nonly to Permitted Liens) and which complies with the following requirements:\n(a) such Equipment shall be valued in accordance with GAAP and shall be within\nthe United States of America; (b) it is in good condition (ordinary wear and\ntear excepted), meets all standards imposed by any Governmental Authority having\nregulatory authority over it and\/or its use and is currently usable in the\nnormal course of business of Elmagco, Inc.; (c) it is in the possession or\ncontrol of Elmagco, Inc., and (d) each of the representations and warranties set\nforth in the Security Documents executed by Elmagco, Inc. with respect thereto\nis true and correct in all material respects on such date.  In the event of any\ndispute under the foregoing criteria, about whether a portion of Equipment is or\nhas ceased to be Eligible Equipment, the decision of Agent, made in good faith,\nshall be conclusive and binding, absent manifest error.\n\n     Eligible Inventory shall mean, as at any date of determination thereof,\nInventory of Borrower or any of its Subsidiaries (other than Foreign\nSubsidiaries) which is subject to a Lien created by any Security Documents and\non which Agent shall have a first-priority perfected Lien (subject only to\nPermitted Liens) and which complies with the following requirements:  (a) such\nInventory shall be valued in accordance with GAAP and consist of (i) eligible\nraw materials and (ii) finished goods, provided that all such Inventory shall be\nwithin the United States of America; (b) it is in good condition, meets all\nstandards imposed by any Governmental Authority having regulatory authority over\nit, its use and\/or sale and is either currently usable or currently salable in\nthe normal course of business of the Borrower or its applicable Subsidiary, as\nthe case may be; (c) it is not in the possession or control of any warehouseman,\nbailee, or any agent or processor for or customer of Borrower or any of its\nSubsidiaries or, if it is, (i) Borrower or its applicable Subsidiary, as the\ncase may be, shall have notified, in a manner that effectively under applicable\nlaw creates a valid and first priority Lien in favor of Agent in such Inventory,\nsuch warehouseman, bailee, agent, processor or customer of Agent's Lien and (ii)\nsuch warehouseman, bailee, agent, processor or customer has subordinated any\nLien it may claim therein and agreed to hold all such Inventory during the\ncontinuance of an Event of Default for Agent's account subject to the Agent's\ninstructions, and (d) each of the representations and warranties set forth in\nthe Security Documents executed by Borrower and its Subsidiaries with respect\nthereto is true and correct in all material respects on such date.  In the event\nof any dispute under the foregoing criteria, about whether a portion of\nInventory is or has ceased to be Eligible Inventory, the decision of Agent, made\nin good faith, shall be conclusive and binding, absent manifest error.\n\n                                       7\n\n \n     Environmental Claim means any third party (including Governmental\nAuthorities and employees) action, lawsuit, claim or proceeding (including\nclaims or proceedings at common law or under the Occupational Safety and Health\nAct or similar laws relating to safety of employees) which seeks to impose\nliability for (i) noise; (ii) pollution or contamination of the air, surface\nwater, ground water or land or the clean-up of such pollution or contamination;\n(iii) solid, gaseous or liquid waste generation, handling, treatment, storage,\ndisposal or transportation; (iv) exposure to Hazardous Substances; (v) the\nsafety or health of employees or (vi) the manufacture, processing, distribution\nin commerce or use of Hazardous Substances.  An \"Environmental Claim\" includes,\nbut is not limited to, a common law action, as well as a proceeding to issue,\nmodify or terminate an Environmental Permit, or to adopt or amend a regulation\nto the extent that such a proceeding attempts to redress violations of an\napplicable permit, license, or regulation as alleged by any Governmental\nAuthority.\n\n     Environmental Liabilities means all liabilities arising from any\nEnvironmental Claim, Environmental Permit or Requirement of Environmental Law\nunder any theory of recovery, at law or in equity, and whether based on\nnegligence, strict liability or otherwise, including but not limited to:\nremedial, removal, response, abatement, investigative, monitoring, personal\ninjury and damage to Property or injuries to persons, and any other related\ncosts, expenses, losses, damages, penalties, fines, liabilities and obligations,\nand all costs and expenses necessary to cause the issuance, reissuance or\nrenewal of any Environmental Permit including reasonable attorneys' fees and\ncourt costs.\n\n     Environmental Permit means any permit, license, approval or other\nauthorization under any applicable Legal Requirement relating to pollution or\nprotection of health or the environment, including laws, regulations or other\nrequirements relating to emissions, discharges, releases or threatened releases\nof pollutants, contaminants or hazardous substances or toxic materials or wastes\ninto ambient air, surface water, ground water or land, or otherwise relating to\nthe manufacture, processing, distribution, use, treatment, storage, disposal,\ntransport, or handling of pollutants, contaminants or Hazardous Substances.\n\n     Equity Interests means equity interests in Borrower issued after the date\nhereof upon terms issued on terms acceptable to Super Majority Lenders.\n\n     ERISA means the Employee Retirement Income Security Act of 1974, as amended\nfrom time to time, and all rules, regulations, rulings and interpretations\nadopted by the Internal Revenue Service or the U.S. Department of Labor\nthereunder.\n\n     Eurodollar Rate means for any day during an Interest Period for a LIBOR\nBorrowing a rate per annum equal to the lesser of (a) the sum of (1) the\nAdjusted LIBOR in effect on the first day of such Interest Period plus (2) the\nthen applicable Margin Percentage from time to time in effect and (b) the\nCeiling Rate.  Each Eurodollar Rate is subject to adjustments as provided for in\nSections 3.3(c) and 11.15 hereof.\n\n                                       8\n\n \n     Eurodollar Reserve Requirement means, on any day, that percentage\n(expressed as a decimal fraction and rounded, if necessary, to the next highest\none ten thousandth [.0001]) which is in effect on such day for determining all\nreserve requirements (including, without limitation, basic, supplemental,\nmarginal and emergency reserves) applicable to \"Eurocurrency liabilities,\" as\ncurrently defined in Regulation D.  Each determination of the Eurodollar Reserve\nRequirement by Agent shall be conclusive and binding, absent manifest error, and\nmay be computed using any reasonable averaging and attribution method.\n\n     Event of Default shall have the meaning assigned to it in Section 9.1\nhereof.\n\n     Federal Funds Rate means, for any day, a fluctuating interest rate per\nannum equal for such day to the weighted average of the rates on overnight\nFederal funds transactions with members of the Federal Reserve System arranged\nby Federal funds brokers, as published for such day (or, if such day is not a\nBusiness Day, for the next preceding Business Day) by the Federal Reserve Bank\nof New York, or, if such rate is not so published for any such day which is a\nBusiness Day, the average of the quotations for such day on such transactions\nreceived by Agent from three Federal funds brokers of recognized standing\nselected by Agent in its sole and absolute discretion.\n\n     Financing Statements means all such Uniform Commercial Code financing\nstatements as Agent shall reasonably require, in Proper Form, duly executed by\nBorrower (or any other applicable Obligor) to give notice of and to perfect or\ncontinue perfection of Agent's Liens in any applicable Collateral, as any of the\nforegoing may from time to time be amended, modified, supplemented or restated.\n\n     Foreign Subsidiaries means Subsidiaries of Borrower which are organized\nunder the laws of a jurisdiction other than the United States of America, any\nState of the United States or any political subdivision thereof.\n\n     Funding Loss means, with respect to (a) Borrower's payment of principal of\na LIBOR Borrowing on a day prior to the last day of the applicable Interest\nPeriod; (b) Borrower's failure to borrow a LIBOR Borrowing on the date specified\nby Borrower; (c) Borrower's failure to make any prepayment of the Loans (other\nthan Base Rate Borrowings) on the date specified by Borrower, or (d) any\ncessation of a Eurodollar Rate to apply to the Loans or any part thereof\npursuant to Section 3.3, in each case whether voluntary or involuntary, any\nloss, expense, penalty, premium or liability actually incurred by any Lender\n(including but not limited to any loss or expense incurred by reason of the\nliquidation or reemployment of deposits or other funds acquired by any Lender to\nfund or maintain a Loan).\n\n     GAAP means, as to a particular Person, such accounting practice as, in the\nopinion of independent certified public accountants of recognized national\nstanding regularly retained by such Person, conforms at the time to generally\naccepted accounting principles, consistently applied for all periods after the\nEffective Date so as to present fairly the financial condition, and results of\noperations and cash flows, of such Person.  If any change in any accounting\nprinciple or practice is required by the Financial Accounting Standards Board,\nall reports and financial statements required \n\n                                       9\n\n \nhereunder may be prepared in accordance with such change so long as Borrower\nprovides to Agent such disclosures of the impact of such change as Agent may\nreasonably require. No such change in any accounting principle or practice\nshall, in itself, cause a Default or Event of Default hereunder (but Borrower,\nAgent and Lenders shall negotiate in good faith to replace any financial\ncovenants hereunder to the extent such financial covenants are affected by such\nchange in accounting principle or practice).\n\n     Governmental Authority means any foreign governmental authority, the United\nStates of America, any State of the United States, and any political subdivision\nof any of the foregoing, and any central bank, agency, department, commission,\nboard, bureau, court or other tribunal having jurisdiction over Agent, any\nLender, any Obligor or their respective Property.\n\n     Guaranties means, collectively, (i) the Guaranties dated concurrently\nherewith executed by each of the current Subsidiaries of Borrower (other than\nForeign Subsidiaries) in favor of Agent, for the benefit of Lenders, and (ii)\nany and all other guaranties hereafter executed in favor of Agent, for the\nbenefit of Lenders, relating to the Obligations, as any of them may from time to\ntime be amended, modified, restated or supplemented.\n\n     Hazardous Substance means petroleum products and any hazardous or toxic\nwaste or substance defined or regulated as such from time to time by any law,\nrule, regulation or order described in the definition of \"Requirements of\nEnvironmental Law\".\n\n     Indebtedness means, without duplication, (a) all items which in accordance\nwith GAAP would be included in the liability section of a balance sheet (other\nthan trade accounts payable and accrued expenses (other than Interest Expense)\narising in the ordinary course of business) on the date as of which Indebtedness\nis to be determined (excluding, to the extent applicable, capital stock,\nsurplus, surplus reserves and deferred credits); (b) all guaranties, letter of\ncredit contingent reimbursement obligations and other contingent obligations in\nrespect of, or any obligations to purchase or otherwise acquire, Indebtedness of\nothers, and (c) all Indebtedness secured by any Lien existing on any interest of\nthe Person with respect to which Indebtedness is being determined in Property\nowned subject to such Lien whether or not the Indebtedness secured thereby shall\nhave been assumed, equal to the lesser of the amount of such obligation or the\nfair market value of such Property; provided, that the term \"Indebtedness\" shall\nnot mean or include any Indebtedness in respect of which monies sufficient to\npay and discharge the same in full (either on the expressed date of maturity\nthereof or on such earlier date as such Indebtedness may be duly called for\nredemption and payment) shall be deposited with a depository, agency or trustee\nreasonably acceptable to Agent in trust for the payment thereof.\n\n     Interest Coverage Ratio means, as of any day, the ratio of (a) the sum of\nInterest Expense for the 12 months ending on such day plus net income of\nBorrower and its consolidated Subsidiaries for such 12-month period to (b) the\nsum of Interest Expense for such 12-month period plus Permitted Dividends paid\nduring such period.\n\n                                       10\n\n \n     Interest Expense means, for any period, total interest expense accruing on\nBorrowed Money Indebtedness of Borrower and its Subsidiaries during such period\n(including interest expense attributable to capitalized leases and interest\nincurred under interest rate swap, collar, cap or similar agreements providing\ninterest rate protection), determined in accordance with GAAP.\n\n     Interest Options means the Base Rate and each Eurodollar Rate, and\n\"Interest Option\" means any of them.\n\n     Interest Payment Dates  means (a)  for Base Rate Borrowings, November 30,\n1998 and the last day of each calendar month thereafter prior to the Maturity\nDate and (b) for LIBOR Borrowings, the end of the applicable Interest Period and\nthe Maturity Date.\n\n     Interest Period means, for each LIBOR Borrowing, a period commencing on the\ndate such LIBOR Borrowing began and ending on the numerically corresponding day\nwhich is, subject to availability as set forth in Section 3.3(c)(iii), 1, 2 or 3\nmonths thereafter, as Borrower shall elect in accordance herewith; provided, (1)\nunless Agent shall otherwise consent, no Interest Period with respect to a LIBOR\nBorrowing shall commence on a date earlier than three (3) Business Days after\nthis Agreement shall have been fully executed; (2) any Interest Period with\nrespect to a LIBOR Borrowing which would otherwise end on a day which is not a\nLIBOR Business Day shall be extended to the next succeeding LIBOR Business Day,\nunless such LIBOR Business Day falls in another calendar month, in which case\nsuch Interest Period shall end on the next preceding LIBOR Business Day; (3) any\nInterest Period with respect to a LIBOR Borrowing which begins on the last LIBOR\nBusiness Day of a calendar month (or on a day for which there is no numerically\ncorresponding day in the calendar month at the end of such Interest Period)\nshall end on the last LIBOR Business Day of the appropriate calendar month, and\n(4) no Interest Period shall ever extend beyond the Maturity Date.\n\n     Interest Rate Risk Agreement means an interest rate swap agreement,\ninterest rate cap agreement, interest rate collar agreement or similar\narrangement entered into by Borrower or any of its Subsidiaries for the purpose\nof reducing Borrower's or such Subsidiary's exposure to interest rate\nfluctuations and not for speculative purposes, as it may from time to time be\namended, modified, restated or supplemented.\n\n     Interest Rate Risk Indebtedness means all obligations of Borrower with\nrespect to the program for the hedging of interest rate risk provided for in any\nInterest Rate Risk Agreement.\n\n     Investment means the purchase or other acquisition of any securities or\nIndebtedness of, or the making of any loan, advance, transfer of Property (other\nthan transfers in the ordinary course of business) or capital contribution to,\nor the incurring of any liability (other than Accounts arising in the ordinary\ncourse of business), contingently or otherwise, in respect of the Indebtedness\nof, any Person.\n\n     Issuer means the issuer (or, where applicable, each issuer) of a Letter of\nCredit under this Agreement.\n\n                                       11\n\n \n     Key Agreements means any document or paper evidencing, securing or\notherwise relating to any Subordinated Indebtedness.\n\n     Legal Requirement means any law, statute, ordinance, decree, requirement,\norder, judgment, rule, or regulation (or interpretation of any of the foregoing)\nof, and the terms of any license or permit issued by, any Governmental\nAuthority, whether presently existing or arising in the future.\n\n     Letter of Credit shall have the meaning assigned to such term in Section\n2.2(a) hereof.\n\n     Letter of Credit Liabilities means, at any time and in respect of any\nLetter of Credit, the sum of (i) the amount available for drawings under such\nLetter of Credit plus (ii) the aggregate unpaid amount of all Reimbursement\nObligations at the time due and payable in respect of previous drawings made\nunder such Letter of Credit.  For the purpose of determining at any time the\namount described in clause (i), in the case of any Letter of Credit payable in a\ncurrency other than Dollars, such amount shall be converted by Agent to Dollars\nby any reasonable method, and such converted amount shall be conclusive and\nbinding, absent manifest error.\n\n     LIBOR means, for each Interest Period for any LIBOR Borrowing, the rate per\nannum (rounded upwards, if necessary, to the nearest 1\/16th of 1%) equal to the\naverage of the offered quotations appearing on Telerate Page 3750 (or if such\nTelerate Page shall not be available, any successor or similar service as may be\nselected by Agent and Borrower) as of 11:00 a.m., Dallas, Texas time (or as soon\nthereafter as practicable) on the day two LIBOR Business Days prior to the first\nday of such Interest Period for deposits in United States dollars having a term\ncomparable to such Interest Period and in an amount comparable to the principal\namount of the LIBOR Borrowing to which such Interest Period relates.  If none of\nsuch Telerate Page 3750 nor any successor or similar service is available, then\n\"LIBOR\" shall mean, with respect to any Interest Period for any applicable LIBOR\nBorrowing, the rate of interest per annum, rounded upwards, if necessary, to the\nnearest 1\/16th of 1%, quoted by Agent at or before 11:00 a.m., Dallas, Texas\ntime (or as soon thereafter as practicable), on the date two LIBOR Business Days\nbefore the first day of such Interest Period, to be the arithmetic average of\nthe prevailing rates per annum at the time of determination and in accordance\nwith the then existing practice in the applicable market, for the offering to\nAgent by one or more prime banks selected by Agent in its sole discretion, in\nthe London interbank market, of deposits in United States dollars for delivery\non the first day of such Interest Period and having a maturity equal to the\nlength of such Interest Period and in an amount equal (or as nearly equal as may\nbe) to the LIBOR Borrowing to which such Interest Period relates.  Each\ndetermination by Agent of LIBOR shall be conclusive and binding, absent manifest\nerror, and may be computed using any reasonable averaging and attribution\nmethod.\n\n     LIBOR Borrowing means each portion of the principal balance of the Loans at\nany time bearing interest at a Eurodollar Rate.\n\n     LIBOR Business Day means a Business Day on which transactions in United\nStates dollar deposits between lenders may be carried on in the London interbank\nmarket.\n\n                                       12\n\n \n     Lien means any mortgage, pledge, charge, encumbrance, security interest,\ncollateral assignment or other lien or restriction of any kind, whether based on\ncommon law, constitutional provision, statute or contract, and shall include\nreservations, exceptions, encroachments, easements, rights of way, covenants,\nconditions, restrictions and other title exceptions.\n\n     Loans means the Revolving Loans provided for by Section 2.1 hereof.  The\nterms \"Revolving Loans\" and \"Loans\" shall have the same meaning hereunder.\n\n     Loan Documents means, collectively, this Agreement, the Notes, the\nGuaranties, all Applica tions, the Security Documents, the Notice of Entire\nAgreement, all instruments, certificates and agreements now or hereafter\nexecuted or delivered by any Obligor to Agent or any Lender pursuant to any of\nthe foregoing or in connection with the Obligations or any commitment regarding\nthe Obligations, and all amendments, modifications, renewals, extensions,\nincreases and rearrangements of, and substitutions for, any of the foregoing.\n\n     Majority Lenders means, at any time while no Loans are outstanding, Lenders\nhaving greater than 50% of the aggregate amount of Revolving Loan Commitments,\nand at any time while Loans are outstanding, Lenders having greater than 50% of\nthe aggregate amount of Loans plus available Revolving Loan Commitments.\n\n     Margin Percentage means (i) on any day prior to January 1, 1999, 2.50% and\n(ii) on and after October 1, 1998, the applicable per annum percentage set forth\nat the appropriate intersection in the table shown below, based on the Debt to\nEBITDA Ratio as of the last day of the most recently ended fiscal quarter of\nBorrower calculated by Agent as soon as practicable after receipt by Agent of\nall financial reports required under this Agreement with respect to such fiscal\nquarter (including a Compliance Certificate) (provided, however, that if the\nMargin Percentage is increased as a result of the reported Debt to EBITDA Ratio,\nsuch increase shall be retroactive to the date that Borrower was obligated to\ndeliver such financial reports to Agent pursuant to the terms of this Agreement\nand provided further, however, that if the Margin Percentage is decreased as a\nresult of the reported Debt to EBITDA Ratio, and such financial reports are\ndelivered to Agent not more than ten (10) calendar days after the date required\nto be delivered pursuant to the terms of this Agreement, such decrease shall be\nretroactive to the date that Borrower was obligated to deliver such financial\nreports to Agent pursuant to the terms of this Agreement):\n\n \n                 Debt to                        LIBOR Borrowings\n               EBITDA Ratio                     Margin Percentage\n     ---------------------------------          -----------------\n     Greater than or equal to 4.00                     2.75\n \n     Greater than or equal to 3.50 but\n     less than 4.00                                    2.50\n \n\n                                       13\n\n \n     Greater than or equal to 3.00 but\n     less than 3.50                                    2.25\n \n     Greater than or equal to 2.50 but\n     less than 3.00                                    2.00\n \n     Less than 2.50                                    1.75\n\n     Material Adverse Effect means any material and adverse effect on the\nability of an Obligor to perform its obligations under any Loan Document to\nwhich it is a party or on the business, condition (financial or otherwise),\nresults of operations, assets, liabilities or prospects of  Borrower and its\nSubsidiaries on a consolidated basis.\n\n     Maturity Date means the maturity of the Revolving Notes, October 31, 2000.\n\n     Maximum Revolving Loan Available Amount means, at any date, an amount equal\nto the lesser of (i) the aggregate of the Revolving Loan Commitments or (ii) the\nthen effective Borrowing Base.\n\n     Monthly Financial Statements means the monthly financial statements of a\nPerson, which statements shall include a balance sheet as of the end of such\nfiscal month and an income statement and a statement of cash flows for such\nfiscal month and for the fiscal year to date, subject to normal year-end\nadjustments, prepared in accordance with GAAP in all material respects except\nthat such statements are condensed and exclude detailed footnote disclosures and\ncertified by the chief financial officer or other authorized officer of such\nPerson as fairly presenting, in all material respects, the financial condition\nof such person as of such date.  As to Borrower only, Monthly Financial\nStatements shall also include unaudited consolidating financial statements for\nBorrower and its Subsidiaries, in Proper Form, certified by the chief financial\nofficer or other authorized officer of Borrower as presenting fairly in all\nmaterial respects the consolidating financial position of the applicable Person.\n\n     Notes shall have the meaning assigned to such term in Section 2.6 hereof.\nThe terms \"Revolving Notes\" and \"Notes\" shall have the same meaning hereunder.\n\n     Notice of Entire Agreement means a notice of entire agreement, in Proper\nForm, executed by Borrower, each other Obligor and Agent, as the same may from\ntime to time be amended, modified, supplemented or restated.\n\n     Obligations means, as at any date of determination thereof, the sum of the\nfollowing:  (i) the aggregate principal amount of Loans outstanding hereunder on\nsuch date, plus (ii) the aggregate amount of the outstanding Letter of Credit\nLiabilities hereunder on such date, plus (iii) all other outstanding\nliabilities, obligations and indebtedness of any Obligor under this Agreement,\nany Note, the Guaranties, all applications and the Security Documents on such\ndate.\n\n                                       14\n\n \n     Obligors means Borrower and each Person now or hereafter executing a\nGuaranty and\/or a Security Agreement.\n\n     Organizational Documents means, with respect to a corporation, the\ncertificate of incorporation, articles of incorporation and bylaws of such\ncorporation; with respect to a partnership, the partnership agreement\nestablishing such partnership and with respect to a trust, the instrument\nestablishing such trust and with respect to any other Person, the agreements or\ninstruments pursuant to which such Person was formed; in each case including any\nand all modifications thereof and any and all future modifications thereof.\n\n     Past Due Rate means, on any day, a rate per annum equal to the lesser of\n(i) the Ceiling Rate for that day or (ii) the Base Rate plus three percent (3%).\n\n     PBGC means the Pension Benefit Guaranty Corporation or any entity\nsucceeding to any or all of its functions under ERISA.\n\n     Permitted Dividends means (i)  dividends or distributions by a Subsidiary\nof Borrower to Borrower or any other Subsidiary of Borrower, (ii) stock\ndividends and (iii) so long as no Default or Event of Default shall have\noccurred and be continuing (or would result therefrom), dividends payable under\nthe terms of the Equity Interests approved by the Super Majority Lenders.\n\n     Permitted Investments means:  (a) readily marketable securities issued or\nfully guaranteed by the United States of America with maturities of not more\nthan one year; (b) commercial paper rated \"Prime 1\" by Moody's Investors\nService, Inc. or \"A-1\" by Standard and Poor's Ratings Services with maturities\nof not more than 180 days, and (c) certificates of deposit or repurchase\nobligations issued by any U.S. domestic bank having capital surplus of at least\n$100,000,000 or by any other financial institution acceptable to Agent, all of\nthe foregoing not having a maturity of more than one year from the date of\nissuance thereof.\n\n     Permitted Liens means each of the following: (a) artisans' or mechanics'\nLiens arising in the ordinary course of business, and Liens for taxes, but only\nto the extent that payment thereof shall not at the time be due or if due, the\npayment thereof is being diligently contested in good faith and adequate\nreserves computed in accordance with GAAP have been set aside therefor; (b)\nLiens in effect on the Effective Date and disclosed to the Lenders in the\nfinancial statements delivered on or prior to the Effective Date pursuant to\nSection 6.2 hereof or in a schedule hereto; (c) normal reservations, exceptions,\nencroachments, easements, rights of way, covenants, conditions, restrictions and\nencumbrances which do not secure Borrowed Money Indebtedness and which do not\nmaterially impair the value or utility of the applicable Property; (d) Liens in\nfavor of Agent or any Lender under the Loan Documents, including, without\nlimitation, Liens securing Interest Rate Risk Indebtedness owed to one or more\nof the Lenders (but not to any Person which is not, at such time, a Lender); (e)\nLiens incurred or deposits made in the ordinary course of business (1) in\nconnection with workmen's compensation, unemployment insurance, social security\nand other like laws, or (2) to secure insurance in the ordinary course of\nbusiness, the performance of bids, tenders, contracts, leases, licenses,\nstatutory obligations, surety, appeal and performance bonds and other similar\n\n                                       15\n\n \nobligations incurred in the ordinary course of business, not, in any of the\ncases specified in this clause (2), incurred in connection with the borrowing of\nmoney, the obtaining of advances or the payment of the deferred purchase price\nof Property; (f) attachments, judgments and other similar Liens arising in\nconnection with court proceedings, provided that the execution and enforcement\nof such Liens are effectively stayed and the claims secured thereby are being\nactively contested in good faith with adequate reserves made therefor in\naccordance with GAAP; (g) Liens imposed by law, such as landlords', carriers',\nwarehousemen's, mechanics', materialmen's and vendors' liens, incurred in good\nfaith in the ordinary course of business and securing obligations which are not\nyet due or which are being contested in good faith by appropriate proceedings if\nadequate reserves with respect thereto are maintained in accordance with GAAP;\n(h) zoning restrictions, easements, licenses, reservations, provisions,\ncovenants, conditions, waivers, and restrictions on the use of Property, and\nwhich do not in any case singly or in the aggregate materially impair the\npresent value or utility of the applicable Property; (i) Liens securing purchase\nmoney Indebtedness permitted under Section 8.1 hereof and covering the Property\nso purchased; (j) capital leases and sale\/leaseback transactions permitted under\nthe other provisions of this Agreement, and (k) extensions, renewals and\nreplacements of Liens referred to in clauses (a) through (j) of this definition;\nprovided that any such extension, renewal or replacement Lien shall be limited\nto the Property or assets covered by the Lien extended, renewed or replaced and\nthat the Borrowed Money Indebtedness secured by any such extension, renewal or\nreplacement Lien shall be in an amount not greater than the amount of the\nIndebtedness secured by the Lien extended, renewed or replaced.\n\n     Person means any individual, Corporation, trust, unincorporated\norganization, Governmental Authority or any other form of entity.\n\n     Plan means an employee pension benefit plan which is covered by Title IV of\nERISA or subject to the minimum funding standards under Section 412 of the Code\nand is either (a) maintained by Borrower or any member of the Controlled Group\nfor employees of Borrower or any member of the Controlled Group or (b)\nmaintained pursuant to a collective bargaining agreement or any other\narrangement under which more than one employer makes contributions and to which\nBorrower or any member of the Controlled Group is then making or accruing an\nobligation to make contributions or has within the preceding five plan years\nmade contributions.\n\n     Prime Rate means, on any day, the prime rate for that day as determined\nfrom time to time by Comerica.  The Prime Rate is a reference rate and does not\nnecessarily represent the lowest or best rate or a favored rate, and Comerica,\nAgent and each Lender disclaims any statement, representation or warranty to the\ncontrary.  Comerica, Agent or any Lender may make commercial loans or other\nloans at rates of interest at, above or below the Prime Rate.\n\n     Principal Office means the principal office of Agent in Dallas, Texas,\npresently located at 1601 Elm Street, Dallas, Texas 75201.\n\n     Proper Form means in form and substance reasonably satisfactory to Agent.\n\n                                       16\n\n \n     Property means any interest in any kind of property or asset, whether real,\npersonal or mixed, tangible or intangible.\n\n     Qualified Institution means (a) any bank or trust company which is\norganized under the laws of any country which is a member of the Organization\nfor Economic Cooperation and Development or any political subdivision of any\nsuch country; and having capital, surplus and undivided profits aggregating at\nleast $100,000,000.00 (or its equivalent in another currency) as of the date of\nsuch Person's most recent financial reports, and (b) any other Person approved\nin writing by Agent.\n\n     Quarterly Dates means the last day of each March, June, September and\nDecember, provided that if any such date is not a Business Day, then the\nrelevant Quarterly Date shall be the next succeeding Business Day.\n\n     Rate Designation Date means that Business Day which is (a) in the case of\nBase Rate Borrowings, 11:00 a.m., Dallas, Texas time, on the date one Business\nDay preceding the date of such borrowing and (b) in the case of LIBOR\nBorrowings, 11:00 a.m., Dallas, Texas time, on the date three LIBOR Business\nDays preceding the first day of any proposed Interest Period.\n\n     Rate Designation Notice means a written notice substantially in the form of\nExhibit B.\n\n     Regulation D means Regulation D of the Board of Governors of the Federal\nReserve System from time to time in effect and includes any successor or other\nregulation relating to reserve requirements applicable to member banks of the\nFederal Reserve System.\n\n     Regulatory Change means, with respect to any Lender, any change on or after\nthe Effective Date in any Legal Requirement (including, without limitation,\nRegulation D) or the adoption or making on or after such date of any\ninterpretation, directive or request applying to a class of lenders including\nsuch Lender under any Legal Requirements (whether or not having the force of\nlaw) by any Governmental Authority.\n\n     Reimbursement Obligations means, as at any date, the obligations of\nBorrower then outstanding, or which may thereafter arise, in respect of Letters\nof Credit under this Agreement, to reimburse the applicable Issuers for the\namount paid by such Issuers in respect of any drawing under such Letters of\nCredit, which obligations shall at all times be payable in Dollars\nnotwithstanding any such Letter of Credit being payable in a currency other than\nDollars.\n\n     Request for Extension of Credit means a request for extension of credit\nduly executed by any responsible officer, which may include the president, the\nchief executive officer, the chief financial officer, any vice president or the\ntreasurer of Borrower, appropriately completed and substantially in the form of\nExhibit A attached hereto.\n\n     Requirements of Environmental Law means all requirements imposed by any law\n(including for example and without limitation The Resource Conservation and\nRecovery Act and The Comprehensive Environmental Response, Compensation, and\nLiability Act), rule, regulation, or \n\n                                       17\n\n \norder of any federal, state or local executive, legislative, judicial,\nregulatory or administrative agency, board or authority in effect at the\napplicable time which relate to (i) noise; (ii) pollution, protection or clean-\nup of the air, surface water, ground water or land; (iii) solid, gaseous or\nliquid waste gener ation, treatment, storage, disposal or transportation; (iv)\nexposure to Hazardous Substances; (v) the safety or health of employees or (vi)\nregulation of the manufacture, processing, distribution in commerce, use,\ndischarge or storage of Hazardous Substances.\n\n     Revolving Loan means a Loan made pursuant to Section 2.1 hereof.  The terms\n\"Revolving Loan\" and \"Loan\" shall have the same meaning hereunder.\n\n     Revolving Loan Availability Period means, for each Revolving Loan Lender,\nthe period from and including the Effective Date to (but not including) the\nRevolving Loan Termination Date.\n\n     Revolving Loan Commitment means, as to any Lender, the obligation, if any,\nof such Lender to make Revolving Loans and incur or participate in Letter of\nCredit Liabilities in an aggregate principal amount at any one time outstanding\nup to (but not exceeding) the amount, if any, set forth opposite such Lender's\nname on the signature pages hereof under the caption \"Revolving Loan\nCommitment\", or otherwise provided for in an Assignment and Acceptance Agreement\n(as the same may be reduced from time to time pursuant to Section 2.3 hereof).\n\n     Revolving Loan Commitment Percentage means, as to any Revolving Loan\nLender, the percentage equivalent of a fraction the numerator of which is the\namount of such Lender's Revolving Loan Commitment and the denominator of which\nis the aggregate amount of the Revolving Loan Commitments of all Lenders.\n\n     Revolving Loan Lender means each Lender with (i) prior to the Revolving\nLoan Termination Date, a Revolving Loan Commitment and (ii) on and after the\nRevolving Loan Termination Date, any outstanding Revolving Loan Obligations. The\nterms \"Revolving Loan Lender\" and \"Lender\" shall have the same meaning\nhereunder.\n\n     Revolving Loan Obligations means, as at any date of determination thereof,\nthe sum of the following (determined without duplication):  (i) the aggregate\nprincipal amount of Revolving Loans outstanding hereunder plus (ii) the\naggregate amount of the Letter of Credit Liabilities hereunder.\n\n     Revolving Loan Termination Date means the earlier of (a) the Maturity Date\nor (b) the date specified or deemed specified by Agent in accordance with\nSection 9.1 hereof.\n\n     Revolving Notes means the Notes of Borrower evidencing the Revolving Loans,\nin substantially the form of Exhibit C hereto.\n\n     Scheduled Principal Payments means scheduled principal payments due with\nrespect to Borrowed Money Indebtedness of Borrower or any of its Subsidiaries\n(other than any amounts due upon the maturity of the respective Notes) whether\nsuch scheduled payment is due because of amortization or maturity of such\nBorrowed Money Indebtedness.\n\n                                       18\n\n \n     Secretary's Certificate means a certificate, in Proper Form, of the\nSecretary or an Assistant Secretary of a corporation certifying (a) that\nattached thereto are true and correct copies of resolutions of the Board of\nDirectors of such corporation authorizing the execution, delivery and\nperformance of the Loan Documents to be executed by such corporation; (b) the\nincumbency and signature of the officer of such corporation executing such Loan\nDocuments on behalf of such corporation, and (c) that attached thereto are true\nand correct copies of the Organizational Documents of such corporation.\n\n     Security Agreements means security agreements, each in Proper Form,\nexecuted or to be executed by Borrower (or any other applicable Obligor) in\nfavor of Agent covering all of the real Property (other than real Property owned\nas of the Effective Date) and material personal Property of Borrower and its\nSubsidiaries (other than Foreign Subsidiaries), as the same may from time to\ntime be amended, modified, restated or supplemented.  Notwithstanding the\nforegoing, Borrower shall not be required to grant a Lien to Agent on more than\n65% of the issued and outstanding equity interests owned by Borrower in its\nForeign Subsidiaries.\n\n     Security Documents means, collectively, the Security Agreements, the\nFinancing Statements and any and all other security documents now or hereafter\nexecuted and delivered by any Obligor to secure all or any part of the\nObligations, as any of them may from time to time be amended, modified, restated\nor supplemented.\n\n     Stated Rate means, with respect to any Lender, the effective weighted per\nannum rate of interest applicable to the Loans made by such Lender; provided,\nthat if on any day such rate shall exceed the Ceiling Rate for that day, the\nStated Rate shall be fixed at the Ceiling Rate on that day and on each day\nthereafter until the total amount of interest accrued at the Stated Rate on the\nunpaid principal balances of the Notes plus the Additional Interest equals the\ntotal amount of interest which would have accrued if there had been no Ceiling\nRate.  If the Notes mature (or are prepaid) before such equality is achieved,\nthen, in addition to the unpaid principal and accrued interest then owing\npursuant to the other provisions of the Loan Documents, Borrower promises to pay\non demand to the order of the holder of each Note interest in an amount equal to\nthe excess (if any) of (a) the lesser of (i) the total interest which would have\naccrued on such Note if the Stated Rate had been defined as equal to the Ceiling\nRate from time to time in effect and (ii) the total interest which would have\naccrued on such Note if the Stated Rate were not so prohibited from exceeding\nthe Ceiling Rate, over (b) the total interest actually accrued on such Note to\nsuch maturity (or prepayment) date.  Without notice to Borrower or any other\nPerson, the Stated Rate shall automatically fluctuate upward and downward in\naccordance with the provisions of this definition.\n\n     Subordinated Indebtedness means all Indebtedness of Borrower and its\nSubsidiaries which has been subordinated on terms and conditions satisfactory to\nthe Super Majority Lenders, in their sole discretion, to the Obligations,\nwhether now existing or hereafter incurred.  Indebtedness shall not be\nconsidered as \"Subordinated Indebtedness\" unless and until Agent shall have\nreceived copies of the documentation evidencing or relating to such Indebtedness\ntogether with a subordination agreement, in Proper Form, duly executed by the\nholder or holders of such Indebtedness and evidencing the terms and conditions\nof subordination required by the Super Majority Lenders.\n\n                                       19\n\n \n     Subsidiary means, as to a particular parent Corporation, any Corporation of\nwhich more than 50% of the indicia of equity rights (whether outstanding capital\nstock or otherwise) is at the time directly or indirectly owned by, such parent\nCorporation.\n\n     Super Majority Lenders means, at any time while no Loans are outstanding,\nLenders having greater than 66-2\/3% of the aggregate amount of Revolving Loan\nCommitments, and at any time while Loans are outstanding, Lenders having greater\nthan 66-2\/3% of the aggregate amount of Loans plus available Revolving Loan\nCommitments.\n\n     Tangible Net Worth shall mean total assets (valued at cost less normal\ndepreciation), less (a) all intangibles and (b) all liabilities (excluding\ncontingent and indirect liabilities), all determined in accordance with GAAP.\nThe term \"intangibles\" shall include, without limitation, (1) deferred charges;\n(2) the amount of any write-up in the book value of any acquired assets in\nexcess of fair market value and (3) the aggregate of all amounts appearing on\nthe assets side of any such balance sheet for franchises, licenses, permits,\npatents, patent applications, copyrights, trademarks, trade names, goodwill,\ntreasury stock, experimental or organizational expenses and other like\nintangibles. The term \"liabilities\" shall include, without limitation, (1)\nIndebtedness secured by Liens on Property of the Person with respect to which\nTangible Net Worth is being computed, whether or not such Person is liable for\nthe payment thereof; (2) deferred liabilities, and (3) Capital Lease\nObligations. Tangible Net Worth shall be calculated on a consolidated basis.\n\n     Taxes shall have the meaning ascribed to it in Section 4.1(d) hereof.\n\n     Total Liabilities to Tangible Net Worth and Subordinated Indebtedness Ratio\nmeans, as of any day, the ratio of (a) total liabilities (other than\nSubordinated Indebtedness) of Borrower and its consolidated Subsidiaries as of\nsuch date to (b) the sum of Tangible Net Worth as such date plus Subordinated\nIndebtedness of Borrower and its consolidated Subsidiaries as of such date.\n\n     Unfunded Liabilities means, with respect to any Plan, at any time, the\namount (if any) by which (a) the present value of all benefits under such Plan\nexceeds (b) the fair market value of all Plan assets allocable to such benefits,\nall determined as of the then most recent actuarial valuation report for such\nPlan, but only to the extent that such excess represents a potential liability\nof any member of the Controlled Group to the PBGC or a Plan under Title IV of\nERISA.  With respect to multi-employer Plans, the term \"Unfunded Liabilities\"\nshall also include contingent liability for withdrawal liability under Section\n4201 of ERISA to all multi-employer Plans to which Borrower or any member of a\nControlled Group for employees of Borrower contributes in the event of complete\nwithdrawal from such plans.\n\n      1.2 Miscellaneous.  The words \"hereof,\" \"herein,\" and \"hereunder\" and\nwords of similar import when used in this Agreement shall refer to this\nAgreement as a whole and not any particular provision of this Agreement.\n\n                                       20\n\n \n 2.  Commitments and Loans.\n\n      2.1 Loans.  Each Lender severally agrees, subject to all of the terms and\nconditions of this Agreement (including, without limitation, Sections 5.1 and\n5.2 hereof), to make Loans under this Section to Borrower from time to time on\nor after the Effective Date and during the Revolving Loan Availability Period,\nin an aggregate principal amount at any one time outstanding (including its\nRevolving Loan Commitment Percentage of all Letter of Credit Liabilities at such\ntime) up to but not exceeding such Lender's Revolving Loan Commitment Percentage\nof the Maximum Revolving Loan Available Amount.  Subject to the conditions in\nthis Agreement, any such Revolving Loan repaid prior to the Revolving Loan\nTermination Date may be reborrowed pursuant to the terms of this Agreement;\nprovided, that any and all such Revolving Loans shall be due and payable in full\non the Revolving Loan Termination Date.  Borrower, Agent and the Lenders agree\npursuant to Chapter 346 (\"Chapter 346\") of the Texas Finance Code, that Chapter\n346 (which relates to open-end line of credit revolving loan accounts) shall not\napply to this Agreement, the Notes or any Obligation and that neither the Notes\nnor any Obligation shall be governed by Chapter 346 or subject to its provisions\nin any manner whatsoever.  The aggregate of all Revolving Loans to be made by\nthe Lenders in connection with a particular borrowing shall be equal to the\nlesser of (a) the remaining unused portion of the Revolving Loan Commitments or\n(b) a multiple of $100,000.\n\n      2.2 Letters of Credit.\n\n     (a) Letters of Credit.  Subject to the terms and conditions of this\nAgreement, and on the condition that aggregate Letter of Credit Liabilities\nshall never exceed $500,000, (i) Borrower shall have the right to, in addition\nto Loans provided for in Section 2.1 hereof, utilize the Revolving Loan\nCommitments from time to time during the Revolving Loan Availability Period by\nobtaining the issuance of letters of credit for the account of Borrower if\nBorrower shall so request in the notice referred to in Section 2.2(b)(i) hereof\n(such letters of credit, as any of them may be amended, supplemented, extended\nor confirmed from time to time, being herein collectively called the \"Letters of\nCredit)\" and (ii) Comerica agrees to issue such Letters of Credit.  Upon the\ndate of the issuance of a Letter of Credit, the applicable Issuer shall be\ndeemed, without further action by any party hereto, to have sold to each\nRevolving Loan Lender, and each such Lender shall be deemed, without further\naction by any party hereto, to have purchased from the applicable Issuer, a\nparticipation, to the extent of such Lender's Revolving Loan Commitment\nPercentage, in such Letter of Credit and the related Letter of Credit\nLiabilities, which participation shall terminate on the earlier of the\nexpiration date of such Letter of Credit or the Revolving Loan Termination Date.\nAny Letter of Credit that shall have an expiration date after the Revolving Loan\nTermination Date shall be subject to Cover.  Comerica or, with the prior\napproval of Borrower and Agent, another Lender shall be the Issuer of each\nLetter of Credit.\n\n     (b) Additional Provisions.  The following additional provisions shall apply\nto each Letter of Credit:\n\n          (i) Borrower shall give Agent notice requesting each issuance of a\n     Letter of Credit hereunder as provided in Section 4.3 hereof and shall\n     furnish such additional \n\n                                       21\n\n \n     information regarding such transaction as Agent may reasonably request.\n     Upon receipt of such notice, Agent shall promptly notify each Revolving\n     Loan Lender of the contents thereof and of such Lender's Revolving Loan\n     Commitment Percentage of the amount of such proposed Letter of Credit.\n\n          (ii) No Letter of Credit may be issued if after giving effect thereto\n     the sum of (A) the aggregate outstanding principal amount of Revolving\n     Loans plus (B) the aggregate Letter of Credit Liabilities would exceed the\n     Maximum Revolving Loan Available Amount.  On each day during the period\n     commencing with the issuance of any Letter of Credit and until such Letter\n     of Credit shall have expired or been terminated, the Revolving Loan\n     Commitment of each Revolving Loan Lender shall be deemed to be utilized for\n     all purposes hereof, including Section 2.4(a), in an amount equal to such\n     Lender's Revolving Loan Commitment Percentage of the amount then available\n     for drawings under such Letter of Credit (or any unreimbursed drawings\n     under such Letter of Credit).\n\n          (iii)  Upon receipt from the beneficiary of any Letter of Credit of\n     any demand for payment thereunder, Agent shall promptly notify Borrower and\n     each Lender as to the amount to be paid as a result of such demand and the\n     payment date therefor.  If at any time prior to the earlier of the\n     expiration date of a Letter of Credit or the Revolving Loan Termination\n     Date any Issuer shall have made a payment to a beneficiary of a Letter of\n     Credit in respect of a drawing under such Letter of Credit, each Revolving\n     Loan Lender will pay to Agent immediately upon demand by such Issuer at any\n     time during the period commencing after such payment until reimbursement\n     thereof in full by Borrower, an amount equal to such Lender's Revolving\n     Loan Commitment Percentage of such payment, together with interest on such\n     amount for each day from the date of demand for such payment (or, if such\n     demand is made after 11:00 a.m. Dallas time on such date, from the next\n     succeeding Business Day) to the date of payment by such Lender of such\n     amount at a rate of interest per annum equal to the Federal Funds Rate for\n     such period.  To the extent that it is ultimately determined that the\n     Borrower is relieved of its obligation to reimburse the applicable Issuer\n     because of such Issuer's gross negligence or willful misconduct in\n     determining that documents received under any applicable Letter of Credit\n     comply with the terms thereof, the applicable Issuer shall be obligated to\n     refund to the paying Lenders all amounts paid to such Issuer to reimburse\n     Issuer for the applicable drawing under such Letter of Credit.\n\n          (iv) Borrower shall be irrevocably and unconditionally obligated\n     forthwith to reimburse Agent, on the date on which the Agent notifies\n     Borrower of the date and amount of any payment by the Issuer of any drawing\n     under a Letter of Credit, for the amount paid by any Issuer upon such\n     drawing, without presentment, demand, protest or other formalities of any\n     kind, all of which are hereby waived.  Such reimbursement may, subject to\n     satisfaction of the conditions in Sections 5.1 and 5.2 hereof, the\n     limitation on size contained in Section 2.1 and to the Maximum Revolving\n     Loan Available Amount (after adjustment in the same to reflect the\n     elimination of the corresponding Letter of Credit Liability), be made by\n     the borrowing of Revolving Loans.  Agent will pay to each Revolving Loan\n     Lender such Lender's Revolving Loan Commitment Percentage of all amounts\n     received from Borrower \n\n                                       22\n\n \n     for application in payment, in whole or in part, of the Reimbursement\n     Obligation in respect of any Letter of Credit, but only to the extent such\n     Lender has made payment to Agent in respect of such Letter of Credit\n     pursuant to clause (iii) above.\n\n          (v) Borrower will pay to Agent at the Principal Office for the account\n     of each Revolving Loan Lender a letter of credit fee with respect to each\n     Letter of Credit equal to the greater of (x) $300 or (y) a per annum fee of\n     one percent (1%) multiplied by the face amount of each Letter of Credit\n     (and computed on the basis of the actual number of days elapsed in a year\n     composed of 360 days), in each case for the period from and including the\n     date of issuance of such Letter of Credit to and including the stated date\n     of expiration thereof, such fee to be due and payable in advance on the\n     date of the issuance thereof.  Agent will pay to each Revolving Loan\n     Lender, promptly after receiving any payment in respect of letter of credit\n     fees referred to in this clause (v), an amount equal to the product of such\n     Lender's Revolving Loan Commitment Percentage times the amount of such\n     fees.  In addition to and cumulative of the above described fees, Borrower\n     shall pay to Agent, for the account of the applicable Issuer, in advance on\n     the date of the issuance of the applicable Letter of Credit, a per annum\n     fronting fee in an amount equal to 1\/8% of the face amount of the\n     applicable Letter of Credit (such fronting fee to be retained by the\n     applicable Issuer for its own account).\n\n          (vi) The issuance by the applicable Issuer of each Letter of Credit\n     shall, in addition to the conditions precedent set forth in Section 5\n     hereof, be subject to the conditions precedent (A) that such Letter of\n     Credit shall be in such form and contain such terms as shall be reasonably\n     satisfactory to Agent, and (B) that Borrower shall have executed and\n     delivered such Applications and other instruments and agreements relating\n     to such Letter of Credit as Agent shall have reasonably requested and are\n     not inconsistent with the terms of this Agreement.  In the event of a\n     conflict between the terms of this Agreement and the terms of any\n     Application, the Agent, each Issuer, the Borrower and each Lender agree\n     that the terms hereof shall control.\n\n          (vii)  Issuer will send to the Borrower and each Lender, immediately\n     upon issuance of any Letter of Credit issued by Issuer or any amendment\n     thereto, a true and correct copy of such Letter of Credit or amendment.\n\n     (c) Indemnification; Release.  Borrower hereby indemnifies and holds\nharmless Agent, each Revolving Loan Lender and each Issuer from and against any\nand all claims, damages, losses, liabilities, costs or expenses which Agent,\nsuch Lender or such Issuer may incur (or which may be claimed against Agent,\nsuch Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER\nCAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES,\nin connection with the execution and delivery of any Letter of Credit or\ntransfer of or payment or failure to pay under any Letter of Credit; provided\nthat Borrower shall not be required to indemnify or hold harmless any party\nseeking indemnification for any claims, damages, losses, liabilities, costs or\nexpenses to the extent, but only to the extent, caused by (i) the willful\nmisconduct or gross negligence of the party seeking indemnification or\nexoneration, or (ii) the failure by the party seeking indemnification to pay\nunder any Letter of Credit after the \n\n                                       23\n\n \npresentation to it of a request required to be paid under applicable law.\nBorrower hereby releases, waives and discharges Agent, each Revolving Loan\nLender and each Issuer from any claims, causes of action, damages, losses,\nliabilities, reasonable costs or expenses which may now exist or may hereafter\narise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY\nOF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of\nAgent, any Issuer or any other Revolving Loan Lender to fulfill or comply with\nits obligations to the other parties hereunder (but nothing herein contained\nshall affect any rights Borrower may have against such defaulting party).\nNothing in this Section 2.2(c) is intended to limit the obligations of Borrower\nunder any other provision of this Agreement.\n\n     (d) Additional Costs in Respect of Letters of Credit.  Subject to Sections\n11.7 and 11.15 hereof, if as a result of any Regulatory Change there shall be\nimposed, modified or deemed applicable any tax (other than any tax based on or\nmeasured by net income), reserve, special deposit or similar requirement against\nor with respect to or measured by reference to Letters of Credit issued or to be\nissued hereunder or participations in such Letters of Credit, and the result\nshall be to increase the cost to any Revolving Loan Lender of issuing or\nmaintaining any Letter of Credit or any participation therein, or materially\nreduce any amount receivable by any Revolving Loan Lender hereunder in respect\nof any Letter of Credit or any participation therein (which increase in cost, or\nreduction in amount receivable, shall be the result of such Lender's reasonable\nallocation of the aggregate of such increases or reductions resulting from such\nevent), then such Lender shall notify Borrower through Agent (which notice shall\nbe accompanied by a statement setting forth in reasonable detail the basis for\nthe determination of the amount due), and within 15 Business Days after demand\ntherefor by such Lender through Agent, Borrower shall pay to such Lender, from\ntime to time as specified by such Lender, such additional amounts as shall be\nsufficient to compensate such Lender for such increased costs or reductions in\namount.  Such statement as to such increased costs or reductions in amount\nincurred by such Lender, submitted by such Lender to Borrower, shall be\nconclusive as to the amount thereof, absent manifest error, and may be computed\nusing any reasonable averaging and attribution method.  Each Lender will notify\nBorrower through Agent of any event occurring after the date of this Agreement\nwhich will entitle such Lender to compensation pursuant to this Section as\npromptly as practicable after any executive officer of such Lender obtains\nknowledge thereof and determines to request such compensation, and (if so\nrequested by Borrower through Agent) will designate a different lending office\nof such Lender for the issuance or maintenance of Letters of Credit by such\nLender or will take such other action as Borrower may reasonably request if such\ndesignation or action is consistent with the internal policy of such Lender and\nlegal and regulatory restrictions, can be undertaken at no additional cost\n(unless Borrower agrees to pay such costs), will avoid the need for, or reduce\nthe amount of, such compensation and will not, in the sole opinion of such\nLender, be disadvantageous to such Lender (provided that such Lender shall have\nno obligation so to designate a different lending office which is not located in\nthe United States of America).\n\n      2.3 Terminations or Reductions of  Commitments.\n\n     (a) Mandatory.  On the Revolving Loan Termination Date, all Revolving Loan\nCommitments shall be terminated in their entirety.\n\n                                       24\n\n \n     (b) Optional.  Borrower shall have the right to terminate or reduce the\nunused portion of the Revolving Loan Commitments at any time or from time to\ntime, provided that (i) Borrower shall give notice of each such termination or\nreduction to Agent as provided in Section 4.3 hereof and (ii) each such partial\nreduction shall be in an integral multiple of $500,000.\n\n     (c) No Reinstatement.  No termination or reduction of the Revolving Loan\nCommitments may be reinstated without the written approval of Agent and the\nLenders.\n\n      2.4 Commitment Fees.\n\n     (a) Borrower shall pay to Agent for the account of each Revolving Loan\nLender revolving loan commitment fees for the Revolving Loan Availability Period\nat a rate per annum equal to 0.25%.  Such revolving loan commitment fees shall\nbe computed (on the basis of the actual number of days elapsed in a year\ncomposed of 360 days) on each day and shall be based on the excess of (x) the\naggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for\nsuch day over (y) the sum of (i) the aggregate unpaid principal balance of such\nLender's Revolving Note on such day plus (ii) the aggregate Letter of Credit\nLiabilities as to such Lender for such day.  Accrued revolving loan commitment\nfees shall be payable in arrears on the Quarterly Dates prior to the Revolving\nLoan Termination Date and on the Revolving Loan Termination Date.\n\n     (b) All past due fees payable under this Section shall bear interest at the\nPast Due Rate.\n\n      2.5 Several Obligations.  The failure of any Lender to make any Loan to be\nmade by it on the date specified therefor shall not relieve any other Lender of\nits obligation to make its Loan on such date, but neither Agent nor any Lender\nshall be responsible or liable for the failure of any other Lender to make a\nLoan to be made by such other Lender or to participate in, or co-issue, any\nLetter of Credit. Notwithstanding anything contained herein to the contrary, (a)\nno Lender shall be required to make or maintain Revolving Loans at any time\noutstanding if as a result the total Revolving Loan Obligations to such Lender\nshall exceed the lesser of (1) such Lender's Revolving Loan Commitment\nPercentage of all Revolving Loan Obligations and (2) such Lender's Revolving\nLoan Commitment Percentage of the Maximum Revolving Loan Available Amount and\n(b) if a Revolving Loan Lender fails to make a Revolving Loan as and when\nrequired hereunder, then upon each subsequent event which would otherwise result\nin funds being paid to the defaulting Lender, the amount which would have been\npaid to the defaulting Lender shall be divided among the non-defaulting Lenders\nratably according to their respective shares of the outstanding Revolving Loan\nCommitment Percentages until the Revolving Loan Obligations of each Revolving\nLoan Lender (including the defaulting Lender) are equal to such Lender's\nRevolving Loan Commitment Percentage of the total Revolving Loan Obligations.\n\n      2.6 Notes.  The Revolving Loans made by each Lender shall be evidenced by\na single Revolving Note of Borrower in substantially the form of Exhibit C\nhereto payable to the order of such Lender in a principal amount equal to the\nRevolving Loan Commitment of such Lender, and otherwise duly completed.  The\npromissory notes described in this Section are each, together with all renewals,\nextensions, modifications and replacements thereof and substitutions therefor,\ncalled \n\n                                       25\n\n \na \"Note\" and collectively called the \"Notes\". Each Lender is hereby authorized\nby Borrower to endorse on the schedule (or a continuation thereof) that may be\nattached to each Note of such Lender, to the extent applicable, the date,\namount, type of and the applicable period of interest for each Loan made by such\nLender to Borrower hereunder, and the amount of each payment or prepayment of\nprincipal of such Loan received by such Lender, provided that any failure by\nsuch Lender to make any such endorsement shall not affect the obligations of\nBorrower under such Note or hereunder in respect of such Loan.\n\n      2.7 Use of Proceeds.  The proceeds of the Revolving Loans shall be used to\nrefinance existing Borrowed Money Indebtedness of Borrower and for other working\ncapital and general corporate purposes.  Neither Agent nor any Lender shall have\nany responsibility as to the use of any proceeds of the Loans.\n\n 3.  Borrowings, Payments, Prepayments and Interest Options.\n\n      3.1 Borrowings.  Borrower shall give Agent notice of each borrowing to be\nmade hereunder as provided in Section 4.3 hereof and Agent shall promptly notify\neach Lender of such request.  Not later than 11:00 a.m. Dallas time on the date\nspecified for each such borrowing hereunder, each Lender shall make available\nthe amount of the Loan, if any, to be made by it on such date to Agent at its\nPrincipal Office, in immediately available funds, for the account of Borrower.\nSuch amounts received by Agent will be held in an account maintained by Borrower\nwith Agent. The amounts so received by Agent shall, subject to the terms and\nconditions of this Agreement, be made available to Borrower by wiring or\notherwise transferring, in immediately available funds, such amount to an\naccount designated by Borrower and approved by Agent.\n\n      3.2 Payments and Prepayments.\n\n     (a) Optional Prepayments.  Except as provided in Section 3.3 hereof,\nBorrower shall have the right to prepay, on any Business Day, in whole or in\npart, without the payment of any premium, penalty or fee, any Loans at any time\nor from time to time, provided that Borrower shall give Agent notice of each\nsuch prepayment as provided in Section 4.3 hereof.  Each optional prepayment on\na Loan shall be in an amount equal to an integral multiple of $100,000.\n\n     (b) Borrowing Base.  Borrower shall from time to time on demand by Agent\nprepay the Revolving Loans (or provide Cover for Letter of Credit Liabilities)\nin such amounts as shall be necessary so that at all times the aggregate\noutstanding amount of all Revolving Loan Obligations shall be less than or equal\nto the Maximum Revolving Loan Available Amount.\n\n     (c) Interest Payments.  Accrued and unpaid interest on the unpaid principal\nbalance of the Loans shall be due and payable on the Interest Payment Dates.\n\n                                       26\n\n \n     (d) Payments and Interest on Reimbursement Obligations.  Borrower will pay\nto Agent for the account of each Lender the amount of each Reimbursement\nObligation as set forth in Section 2.2(b)(iv).  Subject to Section 11.7 hereof,\nBorrower will pay to Agent for the account of each Lender interest at the\napplicable Past Due Rate on any Reimbursement Obligation and on any other amount\npayable by Borrower hereunder to or for the account of such Lender (but, if such\namount is interest, only to the extent legally allowed), which shall not be paid\nin full within five (5) days after the date due (whether at stated maturity, by\nacceleration or otherwise), for the period commencing on the expiration of such\nfive (5) day period until the same is paid in full.\n\n      3.3 Interest Options\n\n     (a) Options Available.  The outstanding principal balance of the Notes\nshall bear interest at the Base Rate; provided, that (1) all past due amounts,\nboth principal and accrued interest, shall bear interest at the Past Due Rate,\nand (2) subject to the provisions hereof, Borrower shall have the option of\nhaving all or any portion of the principal balances of the Notes from time to\ntime outstanding bear interest at a Eurodollar Rate.  The records of Agent and\neach of the Lenders with respect to Interest Options, Interest Periods and the\namounts of Loans to which they are applicable shall be binding and conclusive,\nabsent manifest error.  Interest on the Loans shall be calculated at the Base\nRate except where it is expressly provided pursuant to this Agreement that a\nEurodollar Rate is to apply.  Interest on the amount of each advance against the\nNotes shall be computed on the amount of that advance and from the date it is\nmade.  Notwithstanding anything in this Agreement to the contrary, for the full\nterm of the Notes the interest rate produced by the aggregate of all sums paid\nor agreed to be paid to the holders of the Notes for the use, forbearance or\ndetention of the debt evidenced thereby (including all interest on the Notes at\nthe Stated Rate plus the Additional Interest) shall not exceed the Ceiling Rate.\n\n     (b) Designation and Conversion.  Borrower shall have the right to designate\nor convert its Interest Options in accordance with the provisions hereof.\nProvided no Event of Default has occurred and is continuing and subject to the\nlast sentence of Section 3.3(a) and the provisions of Section 3.3(c), Borrower\nmay elect to have a Eurodollar Rate apply or continue to apply to all or any\nportion of the principal balance of the Notes.  Each change in Interest Options\nshall be a conversion of the rate of interest applicable to the specified\nportion of the Loans, but such conversion shall not change the respective\noutstanding principal balances of the Notes.  The Interest Options shall be\ndesignated or converted in the manner provided below:\n\n     (i)  Borrower shall give Agent telephonic notice, promptly confirmed by a\n          Rate Designation Notice (and Agent shall promptly inform each Lender\n          thereof).  Each such telephonic and written notice shall specify the\n          amount of the Loan which is the subject of the designation, if any;\n          the amount of borrowings into which such borrow  ings are to be\n          converted or for which an Interest Option is designated; the proposed\n          date for the designation or conversion and the Interest Period or\n          Periods, if any, selected by Borrower.  Such telephonic notice shall\n          be irrevocable and shall be given to Agent no later than the\n          applicable Rate Designation Date.\n\n                                       27\n\n \n    (ii)  No more than three (3) LIBOR Borrowings shall be in effect with\n          respect to the Revolving Loans at any time.\n\n   (iii)  Each designation or conversion of a LIBOR Borrowing shall occur on a\n          LIBOR Business Day.\n\n    (iv)  Except as provided in Section 3.3(c) hereof, no LIBOR Borrowing may be\n          converted to a Base Rate Borrowing or another LIBOR Borrowing on any\n          day other than the last day of the applicable Interest Period.\n\n     (v)  Each request for a LIBOR Borrowing shall be in the amount equal to\n          $500,000 or an integral multiple of $100,000 in excess thereof.\n\n    (vi)  Each designation of an Interest Option with respect to the Revolving\n          Notes shall apply to all of the Revolving Notes ratably in accordance\n          with their respective outstanding principal balances.  If any Lender\n          assigns an interest in any of its Notes when any LIBOR Borrowing is\n          outstanding with respect thereto, then such assignee shall have its\n          ratable interest in such LIBOR Borrowing.\n\n     (c)  Special Provisions Applicable to LIBOR Borrowings.\n\n     (i) Options Unlawful.  If the adoption of any applicable Legal Requirement\nafter the Effective Date or any change after the Effective Date in any\napplicable Legal Requirement or in the interpretation or administration thereof\nby any Governmental Authority or compliance by any Lender with any request or\ndirective (whether or not having the force of law) issued after the Effective\nDate by any central bank or other Governmental Authority shall at any time make\nit unlawful or impossible for any Lender to permit the establishment of or to\nmaintain any LIBOR Borrowing, the commitment of such Lender to establish such\nLIBOR Borrowing shall forthwith be canceled and Borrower shall on the last day\nthe Interest Period relating to any outstanding LIBOR Borrowing (or within such\nearlier period as may be required by applicable law) (1) convert the LIBOR\nBorrowing of such Lender to a Base Rate Borrowing; (2) pay all accrued and\nunpaid interest to date on the amount so converted; and (3) pay any amounts\nrequired to compensate each Lender for any additional cost or expense which any\nLender may incur as a result of such adoption of or change in such Legal\nRequirement or in the interpretation or administration thereof and any Funding\nLoss which any Lender may incur as a result of such conversion.  If, when Agent\nso notifies Borrower, Borrower has given a Rate Designation Notice specifying a\nLIBOR Borrowing but the selected Interest Period has not yet begun, as to the\napplicable Lender such Rate Designation Notice shall be deemed to be of no force\nand effect, as if never made, and the balance of the Loans made by such Lender\nspecified in such Rate Designation Notice shall bear interest at the Base Rate\nuntil a different available Interest Option shall be designated in accordance\nherewith.\n\n    (ii)  Increased Cost of Borrowings.  Subject to Section 11.15, if the\nadoption after the Effective Date of any applicable Legal Requirement or any\nchange after the Effective Date in any applicable Legal Requirement or in the\ninterpretation or administration thereof by any Governmental \n\n                                       28\n\n \nAuthority or compliance by any Lender with any request or directive (whether or\nnot having the force of law) issued after the Effective Date by any central bank\nor Governmental Authority shall at any time as a result of any portion of the\nprincipal balances of the Notes being maintained on the basis of a Eurodollar\nRate:\n\n          (1) subject any Lender to any Taxes, or any deduction or withholding\n              for any Taxes, on or from any payment due under any LIBOR\n              Borrowing or other amount due hereunder, other than income and\n              franchise taxes of the United States or its political subdivisions\n              or such other jurisdiction in which the applicable Lender has its\n              principal office or applicable lending office; or\n\n          (2) change the basis of taxation of payments due from Borrower to any\n              Lender under any LIBOR Borrowing (otherwise than by a change in\n              the rate of taxation of the overall net income of such Lender); or\n\n          (3) impose, modify, increase or deem applicable any reserve\n              requirement (excluding that portion of any reserve requirement\n              included in the calculation of the applicable Eurodollar Rate),\n              special deposit requirement or similar requirement (including, but\n              not limited to, state law requirements) against assets of any\n              Lender, or against deposits with any Lender, or against loans made\n              by any Lender, or against any other funds, obligations or other\n              Property owned or held by any Lender; or\n\n          (4) impose on any Lender any other condition regarding any LIBOR\n              Borrowing;\n\nand the result of any of the foregoing is to increase the cost to any Lender of\nagreeing to make or of making, renewing or maintaining such LIBOR Borrowing, or\nreduce the amount of principal or interest received by any Lender, then, within\n15 Business Days after demand by Agent (accompanied by a statement setting forth\nin reasonable detail the applicable Lender's basis therefor), Borrower shall pay\nto Agent additional amounts which shall compensate each Lender for such\nincreased cost or reduced amount.  The determination by any Lender of the amount\nof any such increased cost, increased reserve requirement or reduced amount\nshall be conclusive and binding, absent manifest error.  Borrower shall have the\nright, if it receives from Agent any notice referred to in this paragraph, upon\nthree Business Days' notice to Agent (which shall notify each affected Lender),\neither (i) to repay in full (but not in part) any borrowing with respect to\nwhich such notice was given, together with any accrued interest thereon, or (ii)\nto convert the LIBOR Borrowing which is the subject of the notice to a Base Rate\nBorrowing; provided, that any such repayment or conversion shall be accompanied\nby payment of (x) the amount required to compensate each Lender for the\nincreased cost or reduced amount referred to in the preceding paragraph; (y) all\naccrued and unpaid interest to date on the amount so repaid or converted, and\n(z) any Funding Loss which any Lender may incur as a result of such repayment or\nconversion.  Each Lender will notify Borrower through \n\n                                       29\n\n \nAgent of any event occurring after the date of this Agreement which will entitle\nsuch Lender to compensation pursuant to this Section as promptly as practicable\nafter it obtains knowledge thereof and determines to request such compensation,\nand (if so requested by Borrower through Agent) will designate a different\nlending office of such Lender for the applicable LIBOR Borrowing or will take\nsuch other action as Borrower may reasonable request if such designation or\naction is consistent with the internal policy of such Lender and legal and\nregulatory restrictions, will avoid the need for, or reduce the amount of, such\ncompensation and will not, in the sole opinion of such Lender, be\ndisadvantageous to such Lender (provided that such Lender shall have no\nobligation so to designate a different lending office which is located in the\nUnited States of America).\n\n   (iii)  Inadequacy of Pricing and Rate Determination.  If, for any reason with\nrespect to any Interest Period, Agent (or, in the case of clause 3 below, the\napplicable Lender) shall have determined (which determination shall be\nconclusive and binding upon Borrower, absent manifest error) that:\n\n          (1) Agent is unable through its customary general practices to\n              determine any applicable Eurodollar Rate, or\n\n          (2) by reason of circumstances affecting the applicable market,\n              generally, Agent is not being offered deposits in United States\n              dollars in such market, for the applicable Interest Period and in\n              an amount equal to the amount of any applicable LIBOR Borrowing\n              requested by Borrower, or\n\n          (3) any applicable Eurodollar Rate will not adequately and fairly\n              reflect the cost to any Lender of making and maintaining such\n              LIBOR Borrowing hereunder for any proposed Interest Period,\n\nthen Agent shall give Borrower notice thereof and thereupon, (A) any Rate\nDesignation Notice previously given by Borrower designating the applicable LIBOR\nBorrowing which has not commenced as of the date of such notice from Agent shall\nbe deemed for all purposes hereof to be of no force and effect, as if never\ngiven, and (B) until Agent shall notify Borrower that the circumstances giving\nrise to such notice from Agent no longer exist, each Rate Designation Notice\nrequesting the applicable Eurodollar Rate shall be deemed a request for a Base\nRate Borrowing, and any applicable LIBOR Borrowing then outstanding shall be\nconverted, without any notice to or from Borrower, upon the termination of the\nInterest Period then in effect with respect to it, to a Base Rate Borrowing.\n\n    (iv)  Funding Losses.  Borrower shall indemnify each Lender against and hold\neach Lender harmless from any Funding Loss.  Subject to Section 11.15, this\nindemnity shall survive the payment of the Notes.  Within 15 Business Days after\ndemand by Agent (accompanied by a certificate of such Lender setting forth in\nreasonable detail the amount and calculation of the amount claimed as to any\nFunding Losses, which shall be conclusive and binding upon Borrower, absent\nmanifest error), Borrower shall pay to Agent, for the account of such Lender,\nthe amount of such Funding Losses.\n\n                                       30\n\n \n     (d) Funding Offices; Adjustments Automatic; Calculation Year.  Any Lender\nmay, if it so elects, fulfill its obligation as to any LIBOR Borrowing by\ncausing a branch or affiliate of such Lender to make such Loan and may transfer\nand carry such Loan at, to or for the account of any branch office or affiliate\nof such Lender; provided, that in such event for the purposes of this Agreement\nsuch Loan shall be deemed to have been made by such Lender and the obligation of\nBorrower to repay such Loan shall nevertheless be to such Lender and shall be\ndeemed held by it for the account of such branch or affiliate.  Without notice\nto Borrower or any other Person, each rate required to be calculated or\ndetermined under this Agreement shall automatically fluctuate upward and\ndownward in accordance with the provisions of this Agreement.  Interest at the\nPrime Rate shall be computed on the basis of the actual number of days elapsed\nin a year consisting of 365 or 366 days, as the case may be.  All other interest\nrequired to be calculated or determined under this Agreement shall be computed\non the basis of the actual number of days elapsed in a year consisting of 360\ndays, unless the Ceiling Rate would thereby be exceeded, in which event, to the\nextent necessary to avoid exceeding the Ceiling Rate, the applicable interest\nshall be computed on the basis of the actual number of days elapsed in the\napplicable calendar year in which accrued.\n\n     (e) Funding Sources.  Notwithstanding any provision of this Agreement to\nthe contrary, each Lender shall be entitled to fund and maintain its funding of\nall or any part of the Loans in any manner it sees fit, it being understood,\nhowever, that for the purposes of this Agreement all determinations hereunder\nshall be made as if each Lender had actually funded and maintained each LIBOR\nBorrowing during each Interest Period through the purchase of deposits having a\nmaturity corresponding to such Interest Period and bearing an interest rate\nequal to the Eurodollar Rate for such Interest Period.\n\n 4.  Payments; Pro Rata Treatment; Computations, Etc.\n\n      4.1 Payments.\n\n     (a) Except to the extent otherwise provided herein, all payments of\nprincipal, interest, Reimbursement Obligations and other amounts to be made by\nBorrower hereunder, under the Notes and under the other Loan Documents shall be\nmade in Dollars, in immediately available funds, to Agent at the Principal\nOffice (or in the case of a successor Agent, at the principal office of such\nsuccessor Agent in the United States), not later than 11:00 a.m. Dallas time on\nthe date on which such payment shall become due (each such payment made after\nsuch time on such due date to be deemed to have been made on the next succeeding\nBusiness Day).\n\n     (b) Borrower shall, at the time of making each payment hereunder, under any\nNote or under any other Loan Document, specify to Agent the Loans or other\namounts payable by Borrower hereunder or thereunder to which such payment is to\nbe applied.  Each payment received by Agent hereunder, under any Note or under\nany other Loan Document for the account of a Lender shall be paid promptly to\nsuch Lender, in immediately available funds.  If Agent fails to send to any\nLender the applicable amount by the close of business on the date any such\npayment is received by Agent if such payment is received prior to 11:00 a.m.\nDallas time (or on the next succeeding Business Day \n\n                                       31\n\n \nwith respect to payments which are received after 11:00 a.m. Dallas time), Agent\nshall pay to the applicable Lender interest on such amount from such date at the\nFederal Funds Rate.\n\n     (c) If the due date of any payment hereunder or under any Note falls on a\nday which is not a Business Day, the due date for such payments (except as\notherwise provided in clause (2) of the definition of \"Interest Period\") shall\nbe extended to the next succeeding Business Day and interest shall be payable\nfor any principal so extended for the period of such extension.\n\n     (d) All payments by the Borrower hereunder or under any other Loan Document\nshall be made free and clear of and without deduction for or on account of any\npresent or future income, stamp, or other taxes, fees, duties, withholding or\nother charges of any nature whatsoever imposed by any taxing authority excluding\nin the case of Agent, each Issuer and each Lender taxes imposed on or measured\nby its net income or franchise taxes imposed by the jurisdiction in which it is\norganized or through which it acts for purposes of this Agreement (such non-\nexcluded items being hereinafter referred to as \"Taxes\").  If as a result of any\nchange in law (or the interpretation thereof) after the date that Agent, the\napplicable Issuer or the applicable Lender became a party to this Agreement, any\nwithholding or deduction from any payment to be made to, or for the account of,\nsuch Person by any Obligor hereunder or under any other Loan Document is\nrequired in respect of any Taxes pursuant to any applicable law, rule, or\nregulation, then the Borrower will (i) pay to the relevant authority the full\namount required to be so withheld or deducted; (ii) to the extent available,\npromptly forward to the Agent an official receipt or other documentation\nreasonably satisfactory to the Agent evidencing such payment to such authority;\nand (iii) pay to the Agent, for the account of each affected Person, such\nadditional amount or amounts as are necessary to ensure that the net amount\nactually received by such Lender will equal the full amount such Person would\nhave received had no such withholding or deduction been required.  Each such\nPerson shall determine such additional amount or amounts payable to it (which\ndetermination shall, in the absence of manifest error, be conclusive and binding\non the Borrower).  If Agent, any Issuer or any Lender becomes aware that any\nsuch withholding or deduction from any payment to be made by any Obligor\nhereunder or under any other Loan Document is required, then such Person shall\npromptly notify the Agent and the Borrower thereof stating the reasons therefor\nand the additional amount required to be paid under this Section.  Each Lender\nshall execute and deliver to the Agent and Borrower such forms as it may be\nrequired to execute and deliver pursuant to Section 11.13 hereof.  To the extent\nthat any such withholding or deduction results from the failure of a Lender to\nprovide a form required by Section 11.13 hereof (unless such failure is due to\nsome prohibition under applicable Legal Requirements), the Borrower shall have\nno obligation to pay the additional amount required by clause (iii) above.\nAnything in this Section notwithstanding, if any Lender elects to require\npayment by the Borrower of any material amount under this Section, the Borrower\nmay, within 60 days after the date of receiving notice thereof and so long as no\nDefault shall have occurred and be continuing, elect to terminate such Lender as\na party to this Agreement; provided that, concurrently with such termination the\nBorrower shall (i) if the Agent and each of the other Lenders shall consent, pay\nthat Lender all principal, interest and fees and other amounts owed to such\nLender through such date of termination or (ii) have arranged for another\nfinancial institution approved by the Agent (such approval not to be\nunreasonably withheld or delayed) as of such date, to become a substitute Lender\nfor all purposes under this Agreement in the manner provided in Section 11.6;\nprovided further that, \n\n                                       32\n\n \nprior to substitution for any Lender, the Borrower shall have given written\nnotice to the Agent of such intention and the Lenders shall have the option, but\nno obligation, for a period of 60 days after receipt of such notice, to increase\ntheir Commitments in order to replace the affected Lender in lieu of such\nsubstitution.\n\n      4.2 Pro Rata Treatment.  Except to the extent otherwise provided herein:\n(a) each borrowing from the Lenders under Section 2.1 hereof shall be made\nratably from the Revolving Loan Lenders in accordance with their respective\nRevolving Loan Commitments; (b) each payment of revolving loan commitment fees\nshall be made for the account of the Revolving Loan Lenders, and each\ntermination or reduction of the Revolving Loan Commitments of the Revolving Loan\nLenders under Section 2.3 hereof shall be applied, pro rata, according to the\nRevolving Loan Lenders' respective Revolving Loan Commitments; (c) each payment\nby Borrower of principal of or interest on the Revolving Loans shall be made to\nAgent for the account of the Lenders pro rata in accordance with the respective\nunpaid principal amounts of the respective unpai principal amounts of such\nRevolving Loans held by the Lenders, and (d) the Revolving Loan Lenders (other\nthan the applicable Issuer) shall purchase from the applicable Issuer\nparticipations in each Letter of Credit to the extent of their respective\nRevolving Loan Commitment Percentages.\n\n      4.3 Certain Actions, Notices, Etc.  Notices to Agent of any termination or\nreduction of Revolving Loan Commitments and of borrowings and optional\nprepayments of Loans and requests for issuances of Letters of Credit shall be\nirrevocable and shall be effective only if received by Agent not later than\n11:00 a.m. Dallas time on the number of Business Days prior to the date of the\nrelevant termination, reduction, borrowing and\/or prepayment specified below:\n\n                                           Number of Business Days\n                                                Prior Notice\n                                           -----------------------\n \n          Termination or Reduction of\n          Revolving Loan Commitments                  5\n \n          Revolving Loan repayment                 same day\n \n          Borrowing at the Base Rate                  1\n \n          Letter of Credit issuance                   2\n\n          Prepayments required pursuant to\n          Section 3.2(b)                           same day\n\n          Selection of a Eurodollar Rate            3 LIBOR\n                                                 Business Days\n\n                                       33\n\n \nEach such notice of termination or reduction shall specify the amount of the\napplicable Revolving Loan Commitment to be terminated or reduced.  Each such\nnotice of borrowing or prepayment shall specify the amount of the Loans to be\nborrowed or prepaid and the date of borrowing or prepayment (which shall be a\nBusiness Day).  Agent shall promptly notify the affected Lenders of the contents\nof each such notice.\n\n      4.4 Non-Receipt of Funds by Agent.  Unless Agent shall have been notified\nby a Lender or Borrower (the \"Payor\") prior to the date on which such Lender is\nto make payment to Agent of the proceeds of a Loan (or funding of a drawing\nunder a Letter of Credit or reimbursement with respect to any drawing under a\nLetter of Credit) to be made by it hereunder or Borrower is to make a payment to\nAgent for the account of one or more of the Lenders, as the case may be (such\npayment being herein called the \"Required Payment\"), which notice shall be\neffective upon receipt, that the Payor does not intend to make the Required\nPayment to Agent, Agent may assume that the Required Payment has been made and\nmay, in reliance upon such assumption (but shall not be required to), make the\namount thereof available to the intended recipient on such date and, if the\nPayor has not in fact made the Required Payment to Agent, the recipient of such\npayment (or, if such recipient is the beneficiary of a Letter of Credit,\nBorrower and, if Borrower fails to pay the amount thereof to Agent forthwith\nupon demand, the Lenders ratably in proportion to their respective Revolving\nLoan Commitment Percentages) shall, on demand, pay to Agent the amount made\navailable by Agent, together with interest thereon in respect of the period\ncommencing on the date such amount was so made available by Agent until the date\nAgent recovers such amount at a rate per annum equal to the Federal Funds Rate\nfor such period.\n\n      4.5 Sharing of Payments, Etc.  If a Lender shall obtain payment of any\nprincipal of or interest on any Loan made by it under this Agreement, on any\nReimbursement Obligation or on any other Obligation then due to such Lender\nhereunder, through the exercise of any right of set-off (including, without\nlimitation, any right of setoff or Lien granted under Section 9.2 hereof),\nbanker's lien, counterclaim or similar right or otherwise, it shall promptly\npurchase from the other Lenders participations in the Loans made, or\nReimbursement Obligations or other Obligations held, by the other Lenders in\nsuch amounts, and make such other adjustments from time to time as shall be\nequitable to the end that all the Lenders shall share the benefit of such\npayment (net of any expenses which may be incurred by such Lender in obtaining\nor preserving such benefit) pro rata in accordance with the unpaid Obligations\nthen due to each of them.  To such end all the Lenders shall make appropriate\nadjustments among themselves (by the resale of participations sold or otherwise)\nif such payment is rescinded or must otherwise be restored.  Borrower agrees, to\nthe fullest extent it may effectively do so under applicable law, that any\nLender so purchasing a participation in the Loans made, or Reimbursement\nObligations or other Obligations held, by other Lenders may exercise all rights\nof set-off, bankers' lien, counterclaim or similar rights with respect to such\nparticipation as fully as if such Lender were a direct holder of Loans,\nReimbursement Obligations or other Obligations in the amount of such\nparticipation.  Nothing contained herein shall require any Lender to exercise\nany such right or shall affect the right of any Lender to exercise, and retain\nthe benefits of exercising, any such right with respect to any other\nindebtedness or obligation of Borrower.\n\n                                       34\n\n \n 5.  Conditions Precedent.\n\n      5.1 Initial Loans and Letters of Credit.  The obligation of each Lender or\neach Issuer to make its initial Loans or issue or participate in a Letter of\nCredit (if such Letter of Credit is issued prior to the funding of the initial\nLoans) hereunder is subject to the following conditions precedent, each of which\nshall have been fulfilled or waived to the reasonable satisfaction of Agent:\n\n     (a) Authorization and Status.  Agent shall have received (i) copies of the\nOrganizational Documents of each Obligor certified as true and correct by its\nsecretary, assistant secretary or other equivalent officer, (ii) evidence\nreasonably satisfactory to Agent of all action taken by each Obligor authorizing\nthe execution, delivery and performance of the Loan Documents and all other\ndocuments related to this Agreement to which it is a party (including, without\nlimitation, a certificate of the secretary, assistant secretary or other\nequivalent officer of each such party which is a corporation setting forth the\nresolutions of its Board of Directors authorizing the transactions contemplated\nthereby), and (iii) such certificates as may be appropriate to demonstrate the\nqualification and good standing of each Obligor in the jurisdiction of its\norganization and in each other jurisdiction where the failure in which to\nqualify could reasonably be expected to have a Material Adverse Effect.\n\n     (b) Incumbency.  Each Obligor shall have delivered to Agent a certificate\nin respect of the name and signature of each of the officers (i) who is\nauthorized to sign on its behalf the applicable Loan Documents to which it is a\nparty related to any Loan or the issuance of any Letter of Credit and (ii) who\nwill, until replaced by another officer or officers duly authorized for that\npurpose, act as its representative for the purposes of signing documents and\ngiving notices and other communications in connection with any Loan or the\nissuance of any Letter of Credit.  Agent and each Lender may conclusively rely\non such certificates until they receive notice in writing from the applicable\nObligor to the contrary.\n\n     (c) Notes.  Agent shall have received the appropriate Notes of Borrower for\neach Lender, duly completed and executed.\n\n     (d) Loan Documents.  Each Obligor shall have duly executed and delivered\nthe Loan Documents to which it is a party (in such number of copies as Agent\nshall have requested).  Each such Loan Document shall be in substantially the\nform furnished to the Lenders prior to their execution of this Agreement,\ntogether with such changes therein as Agent may approve.\n\n     (e) Security Matters.  All such action as Agent shall have reasonably\nrequested to perfect the Liens created pursuant to the Security Documents which\nare in effect as of the Effective Date shall have been taken, including, without\nlimitation, where applicable, the filing and recording of the Security Documents\nwith the appropriate Governmental Authorities.  Agent shall also have received\nevidence satisfactory to it that the Liens created by the Security Documents\nconstitute first priority Liens, except for the exceptions expressly provided\nfor herein or therein, including, without limitation, Uniform Commercial Code\nsearch reports, satisfactory title evidence in form and substance acceptable to\nAgent, and executed releases of any prior Liens (except as permitted by Section\n8.2).\n\n                                       35\n\n \n     (f) Fees and Expenses. Borrower shall have paid to Agent all unpaid fees in\nthe amounts previously agreed upon in writing among Borrower and Agent.\n\n     (g) Insurance.  Borrower shall have delivered to Agent certificates of\ninsurance satisfactory to Agent evidencing the existence of all insurance\nrequired to be maintained by each Obligor by this Agreement and the Security\nDocuments.\n\n     (h) Opinions of Counsel.  Agent shall have received such opinions of\ncounsel to Obligors as Agent shall reasonably request with respect to Obligors\nand the Loan Documents.\n\n     (i) Consents.  Agent shall have received evidence satisfactory to the Super\nMajority Lenders that all material consents of each Governmental Authority and\nof each other Person, if any, reasonably required in connection with (a) the\nLoans and the Letters of Credit and (b) the execution, delivery and performance\nof this Agreement and the other Loan Documents have been satisfactorily\nobtained.\n\n     (j) Key Agreements.  Agent shall have received copies of the Key\nAgreements, in Proper Form, and, where applicable, shall have received evidence\nsatisfactory to Agent that the transactions contemplated therein have been\nconsummated, subject only to the requested funding of Loans.  Upon request of\nAgent or the Majority Lenders, the copies of any designated Key Agreements shall\nbe certified as true, correct and complete by Borrower.\n\n     (k) Subordinated Indebtedness.  Agent shall have received evidence\nreasonably satisfactory to Agent that all Liens securing existing Subordinated\nIndebtedness shall have been released and terminated.\n\n     (l) Other Documents.  Agent shall have received such other documents\nconsistent with the terms of this Agreement and relating to the transactions\ncontemplated hereby as Agent may reasonably request.\n\n      5.2 All Loans and Letters of Credit.  The obligation of each Lender to\nmake any Loan to be made by it hereunder or to issue or participate in any\nLetter of Credit is subject to: (a) the accuracy, in all material respects, on\nthe date of such Loan or such issuance of all representations and warranties of\neach Obligor contained in this Agreement and the other Loan Documents; (b) Agent\nshall have received the following, all of which shall be duly executed and in\nProper Form: (1) a Request for Extension of Credit as to the Loan or the Letter\nof Credit, as the case may be, no later than 11:00 a.m. Dallas time on the\nBusiness Day on which such Request for Extension of Credit must be given under\nSection 4.3 hereof, (2) in the case of a Letter of Credit, an Application; (3) a\nCompliance Certificate prepared using current information and, to the extent the\napplicable Loan is to be used for an acquisition, prepared on a pro forma basis\ngiving effect to such acquisition, and (4) such other documents as Agent may\nreasonably require; (c) prior to the making of such Loan or the issuance of such\nLetter of Credit, there shall have occurred no event which could reasonably be\nexpected to have a Material Adverse Effect; (d) no Default or Event of Default\nshall have occurred and be continuing, and (e)  the making of such Loan or the\nissuance of such Letter of Credit shall \n\n                                       36\n\n \nnot be illegal or prohibited by any Legal Requirement. The submission by the\nBorrower of a Request for Extension of Credit shall be deemed to be a\nrepresentation and warranty that the conditions precedent to the applicable Loan\nor Letter of Credit have been satisfied.\n\n 6.  Representations and Warranties.\n\n     To induce Agent, the Issuers and the Lenders to enter into this Agreement\nand to make the Loans and issue or participate in the Letters of Credit,\nBorrower represents and warrants (such representations and warranties to survive\nany investigation and the making of the Loans and the issuance of any Letters of\nCredit) to the Lenders, the Issuers and Agent as follows:\n\n      6.1 Organization.  Each Obligor (a) is duly organized, validly existing\nand in good standing under the laws of the jurisdiction of its organization; (b)\nhas all necessary power and authority to conduct its business as presently\nconducted, and (c) is duly qualified to do business and in good standing in the\njurisdiction of its organization and in all jurisdictions in which the failure\nto so qualify could reasonably be expected to have a Material Adverse Effect.\n\n      6.2 Financial Statements.  Borrower has furnished to Agent (i) audited\nfinancial statements (including a balance sheet) as to Borrower which fairly\npresent in all material respects, in accordance with GAAP, the consolidated\nfinancial condition and the results of operations of Borrower and its\nSubsidiaries as at the end of the fiscal year ended December 31, 1997 and (ii)\nunaudited consolidated financial statements (including a balance sheet) as to\nBorrower and its Subsidiaries which fairly present in all material respects, in\naccordance with GAAP, the financial condition and the results of operations of\nBorrower and its Subsidiaries, on a consolidated basis, as at the end of the\nfiscal quarter ended June 30, 1998.  No events, conditions or circumstances have\noccurred from the date that the financial statements were delivered to Agent\nthrough the Effective Date which would cause said financial statements to be\nmisleading in any material respect.  There are no material instruments or\nliabilities which should be reflected in such financial statements provided to\nAgent which are not so reflected.\n\n      6.3 Enforceable Obligations; Authorization.  The Loan Documents to which\nthe applicable Obligors are parties are legal, valid and binding obligations of\neach applicable Obligor, enforceable in accordance with their respective terms,\nexcept as may be limited by bankruptcy, insolvency and other similar laws and\njudicial decisions affecting creditors' rights generally and by general\nequitable principles.  The execution, delivery and performance of the Loan\nDocuments by the respective Obligors (a) have all been duly authorized by all\nnecessary action; (b) are within the power and authority of each applicable\nObligor; (c) do not and will not contravene or violate any Legal Requirement\napplicable to any applicable Obligor or the Organizational Documents of any\napplicable Obligor, the contravention or violation of which could reasonably be\nexpected to have a Material Adverse Effect; (d) do not and will not result in\nthe breach of, or constitute a default under, any material agreement or\ninstrument by which any Obligor or any of its Property may be bound which could\nreasonably be expected to have a Material Adverse Effect, and (e) do not and\nwill not result in the creation of any Lien upon any Property of any Obligor,\nexcept in favor of Agent or as expressly contemplated herein or therein.  All\nnecessary permits, registrations and consents for such \n\n                                       37\n\n \nmaking and performance have been obtained. Except as otherwise expressly stated\nin the Loan Documents, the Liens of the Security Documents, will constitute\nvalid and perfected first and prior Liens on the Property described therein,\nsubject to no other Liens whatsoever except Permitted Liens.\n\n      6.4 Other Debt.  No Obligor is in default in the payment of any other\nIndebtedness or under any agreement, mortgage, deed of trust, security agreement\nor lease to which it is a party and which default could reasonably be expected\nto have a Material Adverse Effect.\n\n      6.5 Litigation.  There is no litigation or administrative proceeding, to\nthe knowledge of any executive officer of Borrower, pending or threatened\nagainst, nor any outstanding judgment, order or decree against, any Obligor\nbefore or by any Governmental Authority which does or could reasonably be\nexpected to have a Material Adverse Effect.  No Obligor is in default with\nrespect to any judgment, order or decree of any Governmental Authority where\nsuch default could reasonably be expected to have a Material Adverse Effect.\n\n      6.6 Title.  Each Obligor has good title to the Collateral, if any, pledged\n(or purported to be pledged) by such Obligor pursuant to the Security Documents,\nfree and clear of all Liens except Permitted Liens.\n\n      6.7 Taxes.  Each Obligor has filed all tax returns required to have been\nfiled and paid all taxes shown thereon to be due, except those for which\nextensions have been obtained and those which are being contested in good faith\nor where the failure to make required filings or pay required taxes could not\nreasonably be expected to have a Material Adverse Effect..\n\n      6.8 Regulations U and X.  None of the proceeds of any Loan will be used\nfor the purpose of purchasing or carrying directly or indirectly any margin\nstock or for any other purpose would constitute this transaction a \"purpose\ncredit\" within the meaning of Regulations U and X of the Board of Governors of\nthe Federal Reserve System, as any of them may be amended from time to time.\n\n      6.9 Subsidiaries.  As of the Effective Date, Borrower has no Subsidiaries\nother than Abasco, Inc., a Texas corporation, IWC Engineering, Inc., a Texas\ncorporation, IWC Services, Inc., a Texas corporation, Hell Fighters, Inc., a\nTexas corporation, Code 3, Inc., a Texas corporation, ITS Supply Corporation, a\nDelaware corporation, Elmagco, Inc., a Delaware corporation, Baylor Controls,\nInc., a Texas corporation, Baylor Electronics, Inc., a Texas corporation, Baylor\nCompany, Inc., a Texas corporation, Boots &amp; Coots Overseas, Ltd.  (British\nVirgin Islands), International Well Control Services, Ltd. (Cayman Islands),\nInternational Tool &amp; Supply de Venezuela S.A. (Venezuela), International Tool &amp; Supply del Peru S.A. (Peru), ITS Supply &amp; Logistics, Ltd. (United Kingdom) and\nBaylor Limited (United Kingdom).\n\n      6.10 No Untrue or Misleading Statements.  No document, instrument or other\nwriting furnished to the Lenders by or on behalf of any Obligor in connection\nwith the transactions contemplated in any Loan Document contains any untrue\nmaterial statement of fact or omits to state any such fact necessary to make the\nrepresentations, warranties and other statements contained herein or in such\nother document, instrument or writing not misleading in any material respect.\n\n                                       38\n\n \n      6.11 ERISA.  With respect to each Plan, Borrower and each member of the\nControlled Group have fulfilled their obligations, including obligations under\nthe minimum funding standards of ERISA and the Code and are in compliance in all\nmaterial respects with the provisions of ERISA and the Code.  No event has\noccurred which could result in a liability of Borrower or any member of the\nControlled Group to the PBGC or a Plan (other than to make contributions in the\nordinary course) could reasonably be expected to have a Material Adverse Effect.\nThere have not been any nor are there now existing any events or conditions that\nwould cause the Lien provided under Section 4068 of ERISA to attach to any\nProperty of Borrower or any member of the Controlled Group. Unfunded Liabilities\nas of the date hereof do not exceed $250,000.  No \"prohibited transaction\" has\noccurred with respect to any Plan.\n\n      6.12 Investment Company Act.  No Obligor is an investment company within\nthe meaning of the Investment Company Act of 1940, as amended, or, directly or\nindirectly, controlled by or acting on behalf of any Person which is an\ninvestment company, within the meaning of said Act.\n\n      6.13 Public Utility Holding Company Act. No Obligor is an \"affiliate\" or a\n\"subsidiary company\" of a \"public utility company,\" or a \"holding company,\" or\nan \"affiliate\" or a \"subsidiary company\" of a \"holding company,\" as such terms\nare defined in the Public Utility Holding Company Act of 1935, as amended.\n\n      6.14 Solvency.  After giving effect to the equity contributions required\nunder the provisions of Section 5.1(k), none of Borrower, any Obligor, or\nBorrower and its Subsidiaries, on a consolidated basis, is \"insolvent,\" as such\nterm is used and defined in (i) the Bankruptcy Code and (ii) the fraudulent\nconveyance statutes of the State of Texas or of any jurisdiction in which any of\nthe Collateral may be located.\n\n      6.15 Fiscal Year.  The fiscal year of each Obligor ends on December 31.\n\n      6.16 Compliance. Each Obligor is in compliance with all Legal Requirements\napplicable to it, except to the extent that the failure to comply therewith\ncould not reasonably be expected to have a Material Adverse Effect.\n\n      6.17 Environmental Matters.  Each Obligor has, to the best knowledge of\ntheir respective executive officers, obtained and maintained in effect all\nEnvironmental Permits (or the applicable Person has initiated the necessary\nsteps to transfer the Environmental Permits into its name or obtain such\npermits), the failure to obtain which could reasonably be expected to have a\nMaterial Adverse Effect.  Each Obligor and its Properties, business and\noperations have been and are, to the best knowledge of their respective\nexecutive officers, in compliance with all applicable Requirements of\nEnvironmental Law and Environmental Permits the failure to comply with which\ncould reasonably be expected to have a Material Adverse Effect.  Each Obligor\nand its Properties, business and operations are not subject to any (A)\nEnvironmental Claims or (B), to the best knowledge of their respective executive\nofficers (after making reasonable inquiry of the personnel and records of their\nrespective Corporations), Environmental Liabilities, in either case direct or\ncontingent, arising from \n\n                                       39\n\n \nor based upon any act, omission, event, condition or circumstance occurring or\nexisting on or prior to the date hereof which could reasonably be expected to\nhave a Material Adverse Effect. None of the officers of any Obligor has received\nany notice of any violation or alleged violation of any Requirements of\nEnvironmental Law or Environmental Permit or any Environmental Claim in\nconnection with its Properties, liabilities, condition (financial or otherwise),\nbusiness or operations which could reasonably be expected to have a Material\nAdverse Effect. Borrower does not know of any event or condition with respect to\ncurrently enacted Requirements of Environmental Laws presently scheduled to\nbecome effective in the future with respect to any of the Properties of any\nObligor which could reasonably be expected to have a Material Adverse Effect,\nfor which the applicable Obligor has not made good faith provisions in its\nbusiness plan and projections of financial performance.\n\n      6.18 Collateral Covered.  As of the Effective Date, the Collateral covered\nby the Security Documents constitutes substantially all material personal\nProperty owned by the Borrower and its Subsidiaries (other than Foreign\nSubsidiaries).  The book value of assets owned by Foreign Subsidiaries does not\nexceed $10,000,000.\n\n 7.  Affirmative Covenants.\n\n     Borrower covenants and agrees with Agent and the Lenders that prior to the\ntermination of this Agreement it will do or cause to be done, and cause each\nother Obligor (unless limited by the language of the applicable provision to\nless than all of the Obligors) to do or cause to be done, each and all of the\nfollowing:\n\n      7.1 Taxes, Existence, Regulations, Property, Etc.  At all times, except\nwhere failure or noncompliance could not reasonably be expected to have a\nMaterial Adverse Effect: (a) pay when due all taxes and governmental charges of\nevery kind upon it or against its income, profits or Property, unless and only\nto the extent that the same shall be contested diligently in good faith and\nadequate reserves in accordance with GAAP have been established therefor; (b) do\nall things necessary to preserve its existence, qualifications, rights and\nfranchises; (c) comply with all applicable Legal Requirements (including without\nlimitation Requirements of Environmental Law) in respect of the conduct of its\nbusiness and the ownership of its Property, and (d) cause its Property to be\nprotected, maintained and kept in good repair and make all replacements and\nadditions to such Property as may be reasonably necessary to conduct its\nbusiness properly and efficiently.\n\n      7.2 Financial Statements and Information.  Furnish to Agent and each\nLender each of the following: (a) as soon as available and in any event within\n120 days after the end of each applicable fiscal year, beginning with the fiscal\nyear ending on December 31, 1998, Annual Financial Statements of Borrower; (b)\nas soon as available and in any event within 30 days after the end of each\nfiscal month of each applicable fiscal year, Monthly Financial Statements of\nBorrower; (c) concurrently with the financial statements provided for in\nSubsection 7.2(a) and the financial statements provided for in Subsection (b)\nhereof as to the fiscal months March, June, September and December, such\nschedules, computations and other information, in reasonable detail, as may be\nreasonably required by Agent to demonstrate compliance with the covenants set\nforth herein or \n\n                                       40\n\n \nreflecting any non-compliance therewith as of the applicable date, all certified\nand signed by a duly authorized officer of Borrower as true and correct in all\nmaterial respects to the best knowledge of such officer and, commencing with the\nfinancial statement prepared as of September 30, 1998, a compliance certificate\n(\"Compliance Certificate\") substantially in the form of Exhibit E hereto, duly\nexecuted by such authorized officer; (d) by December 31 of each fiscal year,\nBorrower's annual business plan for the next fiscal year (including its proforma\nbalance sheet and income and cash flow projections for such fiscal year); (e)\npromptly upon their becoming publicly available, each financial statement,\nreport, notice or definitive proxy statements sent by any Obligor to\nshareholders generally and each regular or periodic report and each registration\nstatement, prospectus or written communication (other than transmittal letters)\nin respect thereof filed by any Obligor with, or received by any Obligor in\nconnection therewith from, any securities exchange or the Securities and\nExchange Commission or any successor agency; (f) from time to time, at any time\nupon the request of Agent, but at the cost of Borrower, a report of an\nindependent collateral field examiner approved by Agent in writing and\nreasonably acceptable to Borrower (which may be, or be affiliated with, Agent or\none of the Lenders) with respect to the Accounts and Inventory of Borrower and\nits Subsidiaries (provided, however, that so long as no Event of Default has\noccurred and is continuing, Agent shall not require such a report more than once\nper calendar year and during the continuance of an Event of Default, Agent shall\nnot require such a report more than once per calendar quarter), (g) (1) as of\nthe Effective Date and (2) within 30 days after (i) the end of each calendar\nmonth or (ii) receipt of a request therefor (which may be given from time to\ntime) from Agent, a Borrowing Base Certificate as at the Effective Date or the\nlast day of such calendar month or the date of such receipt, as the case may be,\ntogether with such supporting information as Agent may reasonably request; (h)\nwithin 30 days after (i) the end of each calendar month or (ii) receipt of a\nrequest therefor (which may be given from time to time) from Agent, (1) a\nlisting and aging of the Accounts of Borrower and its Subsidiaries (other than\nForeign Subsidiaries) as of the end of the most recently ended calendar month,\nprepared in reasonable detail and containing such other information as Agent may\nreasonably request and (2) a summary of the Inventory of Borrower and its\nSubsidiaries (other than Foreign Subsidiaries) as of the end of the most\nrecently ended calendar month, prepared in reasonable detail and containing such\nother information as Agent may reasonably request, and (i) such other\ninformation relating to the condition (financial or otherwise), operations,\nprospects or business of any Obligor as from time to time may be reasonably\nrequested by Agent. Each delivery of a financial statement pursuant to this\nSection 7.2 shall constitute a restatement of the representations contained in\nthe last two sentences of Section 6.2.\n\n                                       41\n\n \n      7.3 Financial Tests.  Have and maintain:\n\n          (a) Tangible Net Worth - Tangible Net Worth plus Subordinated\n     Indebtedness of not less than (1) as of the date hereof, $33,535,000.00 and\n     (2) as of the end of each calendar quarter hereafter, the minimum Tangible\n     Net Worth plus Subordinated Indebtedness required as of the end of the\n     immediately preceding calendar quarter plus 80% of the net income of\n     Borrower and its Subsidiaries, on a consolidated basis (if positive), for\n     the immediately preceding calendar quarter plus 75% of the net proceeds\n     realized from the issuance of any equity securities by Borrower or its\n     Subsidiaries during the immediately preceding calendar quarter.\n\n          (b) Interest Coverage Ratio - an Interest Coverage Ratio of not less\n     than 1.10 to 1.00 at all times.\n\n          (c) Current Ratio - a ratio of (i)(a) Consolidated Current Assets plus\n     (b) the unused Revolving Loan Commitments, if any, to (ii) Consolidated\n     Current Liabilities of not less than 1.00 to 1.00 at all times.\n\n          (d) Total Liabilities to Tangible Net Worth and Subordinated\n     Indebtedness Ratio - a Total Liabilities to Tangible Net Worth and\n     Subordinated Indebtedness Ratio of not greater than 1.50 to 1.00 at all\n     times.\n\n          (e) No Quarterly Losses - consolidated net earnings (excluding any\n     extraordinary gains) of Borrower and its Subsidiaries for each fiscal\n     quarter of not less than $0.\n\n      7.4 Inspection.  Permit Agent and each Lender upon 3 days' prior notice\n(unless a Default or an Event of Default has occurred which is continuing, in\nwhich case no prior notice is required) to inspect its Property in a manner\nconsistent with applicable safety requirements and policies of insurance, to\nexamine its files, books and records, except classified governmental material,\nand make and take away copies thereof, and to discuss its affairs with its\nofficers and accountants, all during normal business hours and at such intervals\nand to such extent as Agent may reasonably desire.\n\n      7.5 Further Assurances.  Promptly execute and deliver, at Borrower's\nexpense, any and all other and further instruments which may be reasonably\nrequested by Agent to cure any defect in the execution and delivery of any Loan\nDocument in order to effectuate the transactions contemplated by the Loan\nDocuments, and in order to grant, preserve protect and perfect the validity and\npriority of the Liens created by the Security Documents.\n\n      7.6 Books and Records.  Maintain books of record and account which permit\nfinancial statements to be prepared in accordance with GAAP.\n\n      7.7 Insurance.  Maintain  insurance on its Property with responsible\ncompanies in such amounts, with such deductibles and against such risks as are\nusually carried by owners of similar businesses and Properties in the same\ngeneral areas in which Borrower or such Subsidiary operates \n\n                                       42\n\n \nor as Agent may otherwise reasonably require, and furnish Agent satisfactory\nevidence thereof promptly upon request. These insurance provisions are\ncumulative of the insurance provisions of the Security Documents. Agent shall be\nprovided with a certificate showing coverages provided under the policies of\ninsurance and such policies shall be endorsed to the effect that they will not\nbe canceled for nonpayment of premium, reduced or affected in any material\nmanner without thirty (30) days' prior written notice to Agent.\n\n      7.8 Notice of Certain Matters.  Give Agent written notice of the following\npromptly after any executive officer of Borrower shall become aware of the same:\n\n     (a) the issuance by any court or governmental agency or authority of any\ninjunction, order or other restraint prohibiting, or having the effect of\nprohibiting, the performance of this Agreement, any other Loan Document, or the\nmaking of the Loans or the initiation of any litigation, or any claim or\ncontroversy which would reasonably be expected to result in the initiation of\nany litigation, seeking any such injunction, order or other restraint;\n\n     (b) the filing or commencement of any action, suit or proceeding, whether\nat law or in equity or by or before any court or any Governmental Authority\ninvolving claims in excess of $250,000 or which could reasonably be expected to\nresult in a Default hereunder; and\n\n     (c) any Event of Default or Default, specifying the nature and extent\nthereof and the action (if any) which is proposed to be taken with the respect\nthereto.\n\nBorrower will also notify Agent in writing at least 30 days prior to the date\nthat it or any of its Subsidiaries changes its name or the location of its chief\nexecutive office or principal place of business or the place where it keeps its\nbooks and records.  After the Effective Date, Borrower will notify Agent in\nwriting at least 45 days prior to Borrower's or any of its Subsidiaries'  (other\nthan Foreign Subsidiaries') acquisition of any real Property or any material\npersonal Property, wherever located, other than the Collateral covered by the\nSecurity Documents (such acquisition or ownership being herein called an\n\"Additional Collateral Event\" and the Property so acquired or owned being herein\ncalled \"Additional Collateral\").\n\n      7.9 Capital Adequacy.  If any Lender shall have determined that the\nadoption after the Effective Date or effectiveness after the Effective Date\n(whether or not previously announced) of any applicable law, rule, regulation or\ntreaty regarding capital adequacy, or any change therein after the Effective\nDate, or any change in the interpretation or administration thereof after the\nEffective Date by any Governmental Authority, central bank or comparable agency\ncharged with the interpretation or administration thereof, or compliance by any\nLender with any request or directive after the Effective Date regarding capital\nadequacy (whether or not having the force of law) of any such Governmental\nAuthority, central bank or comparable agency has or would have the effect of\nreducing the rate of return on such Lender's capital as a consequence of its\nobligations hereunder, under the Letters of Credit, the Notes or other\nObligations held by it to a level below that which such Lender could have\nachieved but for such adoption, change or compliance (taking into consideration\nsuch Lender's policies with respect to capital adequacy) by an amount deemed by\nsuch Lender to be \n\n                                       43\n\n \nmaterial, then from time to time, upon satisfaction of the conditions precedent\nset forth in this Section, after demand by such Lender (with a copy to Agent) as\nprovided below, pay (subject to Sections 11.7 and 11.15 hereof) to such Lender\nsuch additional amount or amounts as will compensate such Lender for such\nreduction. The certificate of any Lender setting forth such amount or amounts as\nshall be necessary to compensate it and the basis thereof and reasons therefor\nshall be delivered as soon as practicable to Borrower and shall be conclusive\nand binding, absent manifest error. Borrower shall pay the amount shown as due\non any such certificate within fifteen (15) Business Days after the delivery of\nsuch certificate. In preparing such certificate, a Lender may employ such\nassumptions and allocations of costs and expenses as it shall in good faith deem\nreasonable and may use any reasonable averaging and attribution method.\n\n      7.10 ERISA Information and Compliance.  Promptly furnish to Agent (i)\nimmediately upon receipt, a copy of any notice of complete or partial withdrawal\nliability under Title IV of ERISA and any notice from the PBGC under Title IV of\nERISA of an intent to terminate or appoint a trustee to administer any Plan,\n(ii) if requested by Agent, promptly after the filing thereof with the United\nStates Secretary of Labor or the PBGC or the Internal Revenue Service, copies of\neach annual and other report with respect to each Plan or any trust created\nthereunder, (iii) immediately upon becoming aware of the occurrence of any\n\"reportable event,\" as such term is defined in Section 4043 of ERISA, for which\nthe disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC\nhave not been waived, or of any \"prohibited transaction,\" as such term is\ndefined in Section 4975 of the Code, in connection with any Plan or any trust\ncreated thereunder, a written notice signed by an authorized officer of Borrower\nor the applicable member of the Controlled Group specifying the nature thereof,\nwhat action Borrower or the applicable member of the Controlled Group is taking\nor proposes to take with respect thereto, and, when known, any action taken by\nthe PBGC, the Internal Revenue Service or the Department of Labor with respect\nthereto, (iv) promptly after the filing or receiving thereof by Borrower or any\nmember of the Controlled Group of any notice of the institution of any\nproceedings or other actions which may result in the termination of any Plan,\nand (v) each request for waiver of the funding standards or extension of the\namortization periods required by Sections 303 and 304 of ERISA or Section 412 of\nthe Code promptly after the request is submitted by Borrower or any member of\nthe Controlled Group to the Secretary of the Treasury, the Department of Labor\nor the Internal Revenue Service, as the case may be.  To the extent required\nunder applicable statutory funding requirements, Borrower will fund, or will\ncause the applicable member of the Controlled Group to fund, all current service\npension liabilities as they are incurred under the provisions of all Plans from\ntime to time in effect, and comply with all applicable provisions of ERISA, in\neach case, except to the extent that failure to do the same could not reasonably\nbe expected to have a Material Adverse Effect.  Borrower covenants that it shall\nand shall cause each member of the Controlled Group to (1) make contributions to\neach Plan in a timely manner and in an amount sufficient to comply with the\ncontribution obligations under such Plan and the minimum funding standards\nrequirements of ERISA; (2) prepare and file in a timely manner all notices and\nreports required under the terms of ERISA including but not limited to annual\nreports; and (3) pay in a timely manner all required PBGC premiums, in each\ncase, except to the extent that failure to do the same could not reasonably be\nexpected to have a Material Adverse Effect.\n\n                                       44\n\n \n      7.11 Additional Security Documents.  As soon as practicable and in any\nevent within 30 days after an Additional Collateral Event, Borrower shall (a)\nexecute and deliver or cause to be executed and delivered Security Documents, in\nProper Form, in favor of Agent and duly executed by the applicable Obligor,\ngranting a first-priority Lien (except for Permitted Liens) upon the applicable\nAdditional Collateral securing all of the Obligations (except as the Super\nMajority Lenders may otherwise agree in order to limit recording taxes or\nsimilar charges based upon the amount secured), and such other documents\n(including, without limitation, all items reasonably required by Agent in\nconnection with the applicable Security Documents previously executed hereunder,\nall in Proper Form) as may be reasonably required by Agent in connection with\nthe execution and delivery of such Security Documents; (b) deliver or cause to\nbe delivered such other documents or certificates consistent with the terms of\nthis Agreement and relating to the transactions contemplated hereby as Agent may\nreasonably request, and (c) pay in full all documentary stamps, filing and\nrecording fees, taxes and other fees and charges payable in connection with the\nfiling and recording of any such Security Document.\n\n 8.  Negative Covenants.\n\n     Borrower covenants and agrees with Agent and the Lenders that prior to the\ntermination of this Agreement it will not, and will not suffer or permit any of\nits Subsidiaries to, do any of the following:\n\n      8.1 Borrowed Money Indebtedness.  Create, incur, suffer or permit to\nexist, or assume or guarantee, directly or indirectly, or become or remain\nliable with respect to any Borrowed Money Indebtedness, whether direct,\nindirect, absolute, contingent or otherwise, except the following: (a)\nIndebtedness under this Agreement and the other Loan Documents and Indebtedness\nsecured by Liens permitted by Section 8.2 hereof; (b) the liabilities existing\non the date of this Agreement and disclosed in the financial statements\ndelivered on or prior to the Effective Date pursuant to Section 6.2 hereof, and\nsubject to Section 8.10 hereof, all renewals, extensions and replacements (but\nnot increases) of any of the foregoing; (c) Interest Rate Risk Indebtedness\napproved in writing by the Super Majority Lenders; (d)  purchase money\nIndebtedness to acquire Equipment obtained by Borrower or any of its\nSubsidiaries in the ordinary course of business not exceeding $600,000 at any\none time outstanding, in the aggregate for all such Indebtedness; (e) pre-\nexisting Borrowed Money Indebtedness, not to exceed $5,000,000 in the aggregate\nat any one time outstanding, of Subsidiaries of Borrower which are acquired\nafter the date hereof (provided, however, that no such Borrowed Money\nIndebtedness was incurred in contemplation of the acquisition of such\nSubsidiary), and (f) Subordinated Indebtedness.\n\n      8.2 Liens.  Create or suffer to exist any Lien upon any of its Property\nnow owned or hereafter acquired, or acquire any Property upon any conditional\nsale or other title retention device or arrangement or any purchase money\nsecurity agreement; or in any manner directly or indirectly sell, assign, pledge\nor otherwise transfer any of its Accounts or General Intangibles; except: (a)\nLiens created pursuant to any Loan Document; (b) Permitted Liens and (c) Liens\nevidenced by capital leases permitted hereunder.\n\n                                       45\n\n \n      8.3 Contingent Liabilities.  Directly or indirectly guarantee the\nperformance or payment of, or purchase or agree to purchase, or assume or\ncontingently agree to become or be secondarily liable in respect of, any\nobligation or liability of any other Person except for (a) the endorsement of\nchecks or other negotiable instruments in the ordinary course of business; (b)\nobligations disclosed to Agent in the financial statements delivered on or prior\nto the Effective Date pursuant to Section 6.2 hereof (and all renewals,\nextensions and replacements--but not increases--of such obligations after the\nEffective Date), (c) those liabilities permitted under Sections 8.1 or 8.2\nhereof, (d) accounts payable incurred in the ordinary course of business and (e)\nother contingent liabilities not exceeding $500,000 at any one time outstanding.\n\n      8.4 Mergers, Consolidations and Dispositions of Assets.  In any single\ntransaction or series of transactions, directly or indirectly: (a) liquidate or\ndissolve provided that any Subsidiary of Borrower may liquidate, dissolve or\ntake action to wind-up its operations if (i) Borrower determines such action to\nbe in the best interests of Borrower and its Subsidiaries, (ii) liquidating\ndividends are paid to Borrower, and (iii) Borrower gives Agent written notice of\nsuch action at least thirty (30) days prior to taking such action; (b) be a\nparty to any merger or consolidation unless and so long as (i) no Default or\nEvent of Default has occurred that is then continuing, (ii) immediately\nthereafter and giving effect thereto, no event will occur and be continuing\nwhich constitutes a Default or an Event of Default, (iii) an Obligor is the\nsurviving Person; (iv) the surviving Person ratifies and assumes each Loan\nDocument to which any party to such merger was a party, and (v) Agent is given\nat least 30 days' prior notice of such merger or consolidation; (c) sell, convey\nor lease all or any part of its assets, except for (i) sales of Property in the\nordinary course of business; (ii) sales or other dispositions of Property\nexpressly permitted by the other terms of this Agreement or any Loan Document,\nand (iii) dispositions occurring as the result of a casualty event or\ncondemnation, or (d) except for Liens in favor of Agent, pledge, transfer or\notherwise dispose of any equity interest in any of Borrower's Subsidiaries or\nany Indebtedness of any of Borrower's Subsidiaries or issue or permit any\nSubsidiary of Borrower to issue any additional equity interest other than stock\ndividends subject to a Lien in favor of Agent.\n\n      8.5 Redemption, Dividends and Distributions.  At any time:  (a) redeem,\nretire or otherwise acquire, directly or indirectly, any equity interest in any\nObligor or (b) make any distributions of any Property or cash to the owner of\nany of the equity interests in any Obligor other than Permitted Dividends.\n\n      8.6 Nature of Business.  Change the nature of its business or enter into\nany business which is substantially different from the business in which it is\npresently engaged.\n\n      8.7 Transactions with Related Parties.  Enter into any transaction or\nagreement with any officer, director or holder of any equity interest in any\nObligor (or any Affiliate of any such Person) unless the same is upon terms\nsubstantially similar to those obtainable from wholly unrelated sources (to the\nbest knowledge of Borrower, after making reasonable inquiry).\n\n      8.8 Loans and Investments.  Make any loan, advance, extension of credit or\ncapital contribution to, or make or have any Investment in, any Person, or make\nany commitment to make \n\n                                       46\n\n \nany such extension of credit or Investment, except (a) Permitted Investments;\n(b) normal and reasonable advances in the ordinary course of business to\nofficers and employees; (c) accounts receivable and accounts payable arising in\nthe ordinary course of business; (d) deposits in money market funds investing\nexclusively in Permitted Investments; (e) Investments disclosed in the financial\nstatements delivered pursuant to Section 6.1; (f) routine advances by any\nObligor to another Obligor (or any Subsidiary of an Obligor) in the ordinary\ncourse of business other than Investments, not to exceed $500,000 in the\naggregate at any time; and (g) other Investments not to exceed $500,000 in the\naggregate at any time.\n\n      8.9 Subsidiaries.  Form, create or acquire any Subsidiary, except that\nBorrower may (subject to the other provisions of this Agreement) form, create or\nacquire a wholly-owned Subsidiary so long as (a) immediately thereafter and\ngiving effect thereto, no event will occur and be continuing which constitutes a\nDefault; (b) if such Subsidiary is not a Foreign Subsidiary, such Subsidiary\n(and, where applicable, Borrower) shall execute and deliver a Guaranty and such\nSecurity Documents as the Majority Lenders may reasonably require; (c) the\ncertificates evidencing the equity interests owned by Borrower in such\nSubsidiary (or 65% of such equity interests in the case of Foreign Subsidiaries)\nshall be delivered to Agent and such equity interests shall be pledged to secure\nthe Obligations in a manner acceptable to Agent, and (d) Agent is given at least\n30 days' prior notice of such formation, creation or acquisition.\n\n      8.10 Organizational Documents. Amend, modify, restate or supplement any of\nits Organizational Documents if such action could reasonably be expected to have\na Material Adverse Effect.\n\n      8.11 Unfunded Liabilities.  Incur any Unfunded Liabilities after the\nEffective Date or allow any Unfunded Liabilities in excess of $250,000, in the\naggregate, to arise or exist.\n\n      8.12 Operating Lease Expenses.  Aggregate operating lease expenses\n(excluding lease payments under capital leases) shall not exceed, for Borrower\nand its Subsidiaries in the aggregate in any fiscal year, $1,950,000.00.\n\n      8.13 Sale\/Leasebacks.  Borrower will not (and will not permit any of its\nSubsidiaries to) enter into any sale\/leaseback transactions without the prior\nwritten consent of the Super Majority Lenders.  Without limiting the foregoing,\nany leasehold estate acquired pursuant to a permitted sale\/leaseback shall\nconstitute Additional Collateral, and the closing of such sale\/leaseback\ntransaction shall constitute an Additional Collateral Event, for all purposes\nhereunder.\n\n      8.14 Subordinated Indebtedness.  Except as expressly permitted in writing\nby the Super Majority Lenders, Borrower will not (a) amend, modify or obtain or\ngrant a waiver of any provision of any document or instrument evidencing any\nSubordinated Indebtedness in any manner which would have the effect of making\nthe same more stringent or restrictive as applied to Borrower or its\nSubsidiaries or (b) except as provided under the present terms of the\ndocumentation evidencing the Subordinated Indebtedness, purchase, redeem, retire\nor otherwise acquire for value, deposit any \n\n                                       47\n\n \nmonies with any Person with respect to or make any payment or prepayment of the\nprincipal of or any other amount owing in respect of, any Subordinated\nIndebtedness.\n\n      8.15 Negative Pledges.  Except for (a) any of the Loan Documents, (b)\ncustomary provisions in leases, licenses, asset sale agreements and other\ncustomary agreements not related to the Borrowed Money Indebtedness and entered\ninto in the ordinary course of business, (c) restrictions imposed by agreements\ngoverning Permitted Liens and (d) the present terms of the documentation\nevidencing the Subordinated Indebtedness, enter into any agreement or contract\nwhich limits or restricts in any way the granting of Liens by Borrower or any of\nits Subsidiaries securing any of the Obligations.\n\n      8.16 Acquisitions.  Acquire any real Property or any material personal\nProperty after the Effective Date with respect to which the aggregate\nconsideration for a single transaction (or a series of related transactions) in\nthe form of cash and assumed Indebtedness would exceed $5,000,000.\n\n 9.  Defaults.\n\n      9.1 Events of Default.  If any one or more of the following events (herein\ncalled \"Events of Default\") shall occur, then Agent shall (at the direction of\n(x) in the case of an Event of Default under Section 9.1(a) or in the case of\nany other Event of Default which is not cured within seventy-five (75) calendar\ndays after notice to Lenders, the Majority Lenders or (y) in all other cases,\nthe Super Majority Lenders) do any or all of the following:  (1) without notice\nto Borrower or any other Person, declare the Revolving Loan Commitments\nterminated (whereupon the Revolving Loan Commitments shall be terminated) and\/or\naccelerate the Revolving Loan Termination Date to a date as early as the date of\ntermination of the Revolving Loan Commitments; (2) terminate any Letter of\nCredit allowing for such termination, by sending a notice of termination as\nprovided therein and require Borrower to provide Cover for outstanding Letters\nof Credit; (3) declare the principal amount then outstanding of and the unpaid\naccrued interest on the Loans and Reimbursement Obligations and all fees and all\nother amounts payable hereunder, under the Notes and under the other Loan\nDocuments to be forthwith due and payable, whereupon such amounts shall be and\nbecome immediately due and payable, without notice (including, without\nlimitation, notice of acceleration and notice of intent to accelerate),\npresentment, demand, protest or other formalities of any kind, all of which are\nhereby expressly waived by Borrower; provided that in the case of the occurrence\nof an Event of Default with respect to any Obligor referred to in clause (f),\n(g) or (h) of this Section 9.1, the Revolving Loan Commitments  shall be\nautomatically terminated and the principal amount then outstanding of and unpaid\naccrued interest on the Loans and the Reimbursement Obligations and all fees and\nall other amounts payable hereunder, under the Notes and under the other Loan\nDocuments shall be and become automatically and immediately due and payable,\nwithout notice (including, without limitation, notice of acceleration and notice\nof intent to accelerate), presentment, demand, protest or other formalities of\nany kind, all of which are hereby expressly waived by Borrower, and (4) exercise\nany or all other rights and remedies available to Agent or any of the Lenders\nunder the Loan Documents, at law or in equity:\n\n                                       48\n\n \n          (a) Payments - (i) any Obligor shall fail to make any payment or\n     required prepayment of any installment of principal on the Loans or any\n     Reimbursement Obligation payable under the Notes, this Agreement or the\n     other Loan Documents when due or (ii) any Obligor fails to make any payment\n     or required payment of interest with respect to the Loans, any\n     Reimbursement Obligation or any other fee or amount under the Notes, this\n     Agreement or the other Loan Documents when due and such failure to pay\n     continues unremedied for a period of three (3) Business Days; or\n\n          (b) Other Obligations - any Obligor shall default in the payment when\n     due of any principal of or interest on any Indebtedness having an\n     outstanding principal amount of at least $500,000 (other than the Loans and\n     Reimbursement Obligations) and such default shall continue beyond any\n     applicable period of grace and shall give rise to a right on the part of\n     the holder of such Indebtedness to accelerate such Indebtedness; or any\n     event or condition shall occur which results in the acceleration of the\n     maturity of any such Indebtedness or enables (or, with the giving of notice\n     or lapse of time or both, would enable) the holder of any such Indebtedness\n     or any Person acting on such holder's behalf to accelerate the maturity\n     thereof and such event or condition shall not be cured within any\n     applicable period of grace; or\n\n          (c) Representations and Warranties - any representation or warranty\n     made or deemed made by or on behalf of any Obligor in this Agreement or any\n     other Loan Document or in any certificate furnished or made by any Obligor\n     to Agent or the Lenders in connection herewith or therewith shall prove to\n     have been incorrect, false or misleading in any material respect as of the\n     date thereof or as of the date as of which the facts therein set forth were\n     stated or certified or deemed stated or certified; or\n\n          (d) Affirmative Covenants - (i) default shall be made in the due\n     observance or performance of any of the covenants or agreements contained\n     in Section 7.3 hereof or (ii) default is made in the due observance or\n     performance of any of the other covenants and agreements contained in\n     Section 7 hereof or any other affirmative covenant of any Obligor contained\n     in this Agreement or any other Loan Document and such default continues\n     unremedied for a period of 30 days after (x) notice thereof is given by\n     Agent to Borrower or (y) such default otherwise becomes known to any\n     executive officer of Borrower, whichever is earlier; or\n\n          (e) Negative Covenants - default is made in the due observance or\n     performance by Borrower of any of the covenants or agreements contained in\n     Section 8 of this Agreement or of any other negative covenant of any\n     Obligor contained in this Agreement or any other Loan Document; or\n\n          (f) Involuntary Bankruptcy or Receivership Proceedings - a receiver,\n     conservator, liquidator or trustee of any Obligor or of any of its Property\n     is appointed by the order or decree of any court or agency or supervisory\n     authority having jurisdiction, and such decree or order remains in effect\n     for more than 90 days; or any Obligor is adjudicated bankrupt or \n\n                                       49\n\n \n     insolvent; or any of such Person's Property is sequestered by court order\n     and such order remains in effect for more than 90 days; or a petition is\n     filed against any Obligor under any state or federal bankruptcy,\n     reorganization, arrangement, insolvency, readjustment or debt, dissolution,\n     liquidation or receivership law or any jurisdiction, whether now or\n     hereafter in effect, and is not dismissed within 90 days after such filing;\n     or\n\n          (g) Voluntary Petitions or Consents - any Obligor commences a\n     voluntary case or other proceeding or order seeking liquidation,\n     reorganization, arrangement, insolvency, readjustment of debt, dissolution,\n     liquidation or other relief with respect to itself or its debts or other\n     liabilities under any bankruptcy, insolvency or other similar law now or\n     hereafter in effect or seeking the appointment of a trustee, receiver,\n     liquidator, custodian or other similar official of it or any substantial\n     part of its Property, or consents to any such relief or to the appointment\n     of or taking possession by any such official in an involuntary case or\n     other proceeding commenced against it, or fails generally to, or cannot,\n     pay its debts generally as they become due or takes any corporate action to\n     authorize or effect any of the foregoing; or\n\n          (h) Assignments for Benefit of Creditors or Admissions of Insolvency -\n     any Obligor makes an assignment for the benefit of its creditors, or admits\n     in writing its inability to pay its debts generally as they become due, or\n     consents to the appointment of a receiver, trustee, or liquidator of such\n     Obligor or of all or any substantial part of its Property; or\n\n          (i) Undischarged Judgments - a final non-appealable judgment or\n     judgments for the payment of money exceeding, in the aggregate, $250,000\n     (exclusive of amounts covered by insurance) is rendered by any court or\n     other governmental body against any Obligor and such Obligor does not\n     discharge the same or provide for its discharge in accordance with its\n     terms, or procure a stay of execution thereof within 30 days from the date\n     of entry thereof; or\n\n          (j) Security Documents - any Security Document after delivery thereof,\n     shall for any reason, except to the extent permitted by the terms of this\n     Agreement or such Security Document, ceases to create a valid and perfected\n     Lien of the first priority (subject to the Permitted Liens), required\n     thereby on any of the Collateral purported to be covered thereby and\n     securing that portion of the Obligations which is therein designated as\n     being secured, or any Obligor (or any other Person who may have granted or\n     purported to grant such Lien) will so state in writing or, after the\n     creation thereof as herein provided, Agent shall cease to have a first\n     priority Lien (subject to Permitted Liens) upon the equity interests in and\n     to Subsidiaries of Borrower (or 65% of such equity interests in the case of\n     Foreign Subsidiaries) securing the Obligations; or\n\n          (k) Ownership Change or Encumbrance - (i) any Person other than\n     Borrower shall own any equity interest in any Subsidiary of Borrower or any\n     Person other than Agent  shall acquire any Lien on Borrower's interest in\n     and to the equity interest in any Subsidiary of Borrower; or (ii) any\n     Change of Control shall occur.\n\n                                       50\n\n \n      9.2 Right of Setoff.  Upon the occurrence and during the continuance of\nany Event of Default, each Lender is hereby authorized at any time and from time\nto time, without notice to any Obligor (any such notice being expressly waived\nby Borrower and the other Obligors), to setoff and apply any and all deposits,\nwhether general or special, time or demand, provisional or final (but excluding\nthe funds held in accounts clearly designated as escrow or trust accounts held\nby Borrower or any other Obligor for the benefit of Persons which are not\nAffiliates of any Obligor), whether or not such setoff results in any loss of\ninterest or other penalty, and including without limitation all certificates of\ndeposit, at any time held, and any other funds or Property at any time held, and\nother Indebtedness at any time owing by such Lender to or for the credit or the\naccount of Borrower or any other Obligor against any and all of the Obligations\nirrespective of whether or not such Lender or Agent will have made any demand\nunder this Agreement, the Notes or any other Loan Document. Should the right of\nany Lender to realize funds in any manner set forth hereinabove be challenged\nand any application of such funds be reversed, whether by court order or\notherwise, the Lenders shall make restitution or refund to Borrower pro rata in\naccordance with their Revolving Loan Commitments.  Each Lender agrees to\npromptly notify Borrower and Agent after any such setoff and application,\nprovided that the failure to give such notice will not affect the validity of\nsuch setoff and application.  The rights of Agent and the Lenders under this\nSection are in addition to other rights and remedies (including without\nlimitation other rights of setoff) which Agent or the Lenders may have.  This\nSection is subject to the terms and provisions of Sections 4.5 and 11.7 hereof.\n\n      9.3 Collateral Account.  Borrower hereby agrees, in addition to the\nprovisions of Section 9.1 hereof, that upon the occurrence and during the\ncontinuance of any Event of Default, it shall, if requested by Agent or the\nMajority Lenders (through Agent), pay to Agent an amount in immediately\navailable funds equal to the then aggregate amount available for drawings under\nall Letters of Credit issued for the account of Borrower, which funds shall be\nheld by Agent as Cover.\n\n      9.4 Preservation of Security for Letter of Credit Liabilities.  In the\nevent that, following (i) the occurrence of an Event of Default and the exercise\nof any rights available to Agent or any Lender under the Loan Documents, and\n(ii) payment in full of the principal amount then outstanding of and the accrued\ninterest on the Loans and Reimbursement Obligations and fees and all other\namounts payable hereunder and under the Notes and all other amounts secured by\nthe Security Documents, any Letter of Credit Liabilities shall remain\noutstanding, Agent shall be entitled to hold (and Borrower and each other\nObligor hereby grants and conveys to Agent a security interest in and to) all\ncash or other Property (\"Proceeds of Remedies\") realized or arising out of the\nexercise of any rights available under the Loan Documents, at law or in equity,\nincluding, without limitation, the proceeds of any foreclosure, as collateral\nfor the payment of such Letter of Credit Liabilities.  Such Proceeds of Remedies\nshall be held for the ratable benefit of the Lenders.  The rights, titles,\nbenefits, privileges, duties and obligations of Agent with respect thereto shall\nbe governed by the terms and provisions of this Agreement and, to the extent not\ninconsistent with this Agreement, the applicable Security Documents.  Agent may,\nbut shall have no obligation to, invest any such Proceeds of Remedies in such\nmanner as Agent, in the exercise of its sole discretion, deems appropriate.\nSuch Proceeds of Remedies shall be applied to Reimbursement Obligations arising\nin respect of any such Letters of Credit and\/or the payment of any Lender's\nobligations under any such Letter of Credit when such Letter of Credit is drawn\nupon.  Nothing in this Section shall cause or permit an increase \n\n                                       51\n\n \nin the maximum amount of the Revolving Loan Obligations permitted to be\noutstanding from time to time under this Agreement.\n\n      9.5 Remedies Cumulative.  No remedy, right or power conferred upon Agent\nor any Lender is intended to be exclusive of any other remedy, right or power\ngiven hereunder or now or hereafter existing at law, in equity, or otherwise,\nand all such remedies, rights and powers shall be cumulative.\n\n 10. Agent.\n\n      10.1 Appointment, Powers and Immunities.  Each Lender hereby irrevocably\nappoints and authorizes Agent to act as its agent hereunder, under the Letters\nof Credit and under the other Loan Documents with such powers as are\nspecifically delegated to Agent by the terms hereof and thereof, together with\nsuch other powers as are reasonably incidental thereto.  Any Loan Documents\nexecuted in favor of Agent shall be held by Agent for the ratable benefit of the\nLenders. Agent (\"Agent\" as used in this Section 10 shall include reference to\nits Affiliates and its own and its Affiliates' respective officers,\nshareholders, directors, employees and agents) (a) shall not have any duties or\nresponsibilities except those expressly set forth in this Agreement, the Letters\nof Credit, and the other Loan Documents, and shall not by reason of this\nAgreement or any other Loan Document be a trustee or fiduciary for any Lender;\n(b) shall not be responsible to any Lender for any recitals, statements,\nrepresentations or warranties contained in this Agreement, the Letters of Credit\nor any other Loan Document, or in any certificate or other document referred to\nor provided for in, or received by any of them under, this Agreement, the\nLetters of Credit or any other Loan Document, or for the value, validity,\neffectiveness, genuineness, enforceability, execution, filing, registration,\ncollectibility, recording, perfection, existence or sufficiency of this\nAgreement, the Letters of Credit, or any other Loan Document or any other\ndocument referred to or provided for herein or therein or any Property covered\nthereby or for any failure by any Obligor or any other Person to perform any of\nits obligations hereunder or thereunder, and shall not have any duty to inquire\ninto or pass upon any of the foregoing matters; (c) shall not be required to\ninitiate or conduct any litigation or collection proceedings hereunder or under\nthe Letters of Credit or any other Loan Document except to the extent requested\nby the Super Majority Lenders; (d) shall not be responsible for any mistake of\nlaw or fact or any action taken or omitted to be taken by it hereunder or under\nthe Letters or Credit or any other Loan Document or any other document or\ninstrument referred to or provided for herein or therein or in connection\nherewith or therewith, INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN\nNEGLIGENCE, except for its own gross negligence or willful misconduct; (e) shall\nnot be bound by or obliged to recognize any agreement among or between Borrower\nand any Lender to which Agent is not a party, regardless of whether Agent has\nknowledge of the existence of any such agreement or the terms and provisions\nthereof; (f) shall not be charged with notice or knowledge of any fact or\ninformation not herein set out or provided to Agent in accordance with the terms\nof this Agreement or any other Loan Document; (g) shall not be responsible for\nany delay, error, omission or default of any mail, telegraph, cable or wireless\nagency or operator, and (h) shall not be responsible for the acts or edicts of\nany Governmental Authority.  Agent may employ agents and attorneys-in-fact and\nshall not be responsible for the negligence or misconduct of any such agents or\nattorneys-in-fact selected by it with reasonable care.  Without in any way\nlimiting any of the foregoing, each Lender \n\n                                       52\n\n \nacknowledges that each Issuer shall have no greater responsibility in the\noperation of the Letters of Credit than is specified in the Uniform Customs and\nPractice for Documentary Credits (1993 Revision, International Chamber of\nCommerce Publication No. 500). In any foreclosure proceeding concerning any\nCollateral, each holder of an Obligation if bidding for its own account or for\nits own account and the accounts of other Lenders is prohibited from including\nin the amount of its bid an amount to be applied as a credit against the\nObligations held by it or the Obligations held by the other Lenders; instead,\nsuch holder must bid in cash only. However, in any such foreclosure proceeding,\nAgent may (but shall not be obligated to) submit a bid for all Lenders\n(including itself) in the form of a credit against the Obligations, and Agent or\nits designee may (but shall not be obligated to) accept title to such Collateral\nfor and on behalf of all Lenders.\n\n      10.2 Reliance.  Agent shall be entitled to rely upon any certification,\nnotice or other communication (including any thereof by telephone, telegram or\ncable) believed by it to be genuine and correct and to have been signed or sent\nby or on behalf of the proper Person or Persons, and upon advice and statements\nof legal counsel (which may be counsel for Borrower), independent accountants\nand other experts selected by Agent.   Agent shall not be required in any way to\ndetermine the identity or authority of any Person delivering or executing the\nsame.  As to any matters not expressly provided for by this Agreement, the\nLetters of Credit, or any other Loan Document, Agent shall in all cases be fully\nprotected in acting, or in refraining from acting, hereunder and thereunder in\naccordance with instructions of the Super Majority Lenders, and any action taken\nor failure to act pursuant thereto shall be binding on all of the Lenders.\nPursuant to instructions of the Majority Lenders, Agent shall have the authority\nto execute releases of the Security Documents on behalf of the Lenders without\nthe joinder of any Lender.  If any order, writ, judgment or decree shall be made\nor entered by any court affecting the rights, duties and obligations of Agent\nunder this Agreement or any other Loan Document, then and in any of such events\nAgent is authorized, in its sole discretion, to rely upon and comply with such\norder, writ, judgment or decree which it is advised by legal counsel of its own\nchoosing is binding upon it under the terms of this Agreement, the relevant Loan\nDocument or otherwise; and if Agent complies with any such order, writ, judgment\nor decree, then it shall not be liable to any Lender or to any other Person by\nreason of such compliance even though such order, writ, judgment or decree may\nbe subsequently reversed, modified, annulled, set aside or vacated.\n\n      10.3 Defaults.   Agent shall not be deemed to have knowledge of the\noccurrence of a Default or Event of Default (other than the non-payment of\nprincipal of or interest on Loans or Reimbursement Obligations) unless Agent has\nreceived notice from a Lender or Borrower specifying such Default or Event of\nDefault and stating that such notice is a \"Notice of Default.\"  In the event\nthat Agent receives such a Notice of Default, Agent shall give prompt notice\nthereof to the Lenders (and shall give each Lender prompt notice of each such\nnon-payment).  Agent shall (subject to Section 10.7 hereof) take such action\nwith respect to such Notice of Default as shall be directed by the requisite\npercentage of Lenders as specified herein and within its rights under the Loan\nDocuments and at law or in equity.\n\n                                       53\n\n \n      10.4 Material Written Notices.  In the event that Agent receives any\nwritten notice of a material nature from the Borrower or any Obligor under the\nLoan Documents, Agent shall promptly inform each of the Lenders thereof.\n\n      10.5 Rights as a Lender.  With respect to its Revolving Loan Commitments\nand the Loans made by it and Letter of Credit Liabilities, Comerica in its\ncapacity as a Lender hereunder shall have the same rights and powers hereunder\nas any other Lender and may exercise the same as though it were not acting in\nits agency capacity, and the term \"Lender\" or \"Lenders\" shall, unless the\ncontext otherwise indicates, include Agent in its individual capacity.  Agent\nmay (without having to account therefor to any Lender) accept deposits from,\nlend money to and generally engage in any kind of banking, trust, letter of\ncredit, agency or other business with Borrower (and any of its Affiliates) as if\nit were not acting as Agent; and Agent may accept fees and other consideration\nfrom Borrower (in addition to the fees heretofore agreed to between Borrower and\nAgent) for services in connection with this Agreement or otherwise without\nhaving to account for the same to the Lenders.\n\n      10.6 Indemnification.  The Lenders agree to indemnify Agent (to the extent\nnot reimbursed under Section 2.2(c), Section 11.3 or Section 11.4 hereof, but\nwithout limiting the obligations of Borrower under said Sections 2.2(c), 11.3\nand 11.4), ratably in accordance with the sum of the Lenders' respective Loans\nand available Revolving Loan Commitments, for any and all liabilities,\nobligations, losses, damages, penalties, actions, judgments, suits, costs,\nexpenses or disbursements of any kind and nature whatsoever, REGARDLESS OF\nWHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES,\nwhich may be imposed on, incurred by or asserted against Agent in any way\nrelating to or arising out of this Agreement, the Letters of Credit or any other\nLoan Document or any other documents contemplated by or referred to herein or\ntherein or the transactions contemplated hereby or thereby (including, without\nlimitation, the costs and expenses which Borrower is obligated to pay under\nSections 2.2(c), 11.3 and 11.4 hereof, interest, penalties, attorneys' fees and\namounts paid in settlement, but excluding, unless a Default has occurred and is\ncontinuing, normal administrative costs and expenses incident to the performance\nof its agency duties hereunder) or the enforcement of any of the terms hereof or\nthereof or of any such other documents; provided that no Lender shall be liable\nfor any of the foregoing to the extent they arise from the gross negligence or\nwillful misconduct of the party to be indemnified.  The obligations of the\nLenders under this Section 10.6 shall survive the termination of this Agreement\nand the repayment of the Obligations.\n\n      10.7 Non-Reliance on Agent and Other Lenders.  Each Lender agrees that it\nhas received current financial information with respect to Borrower and each\nother Obligor that it has, independently and without reliance on Agent or any\nother Lender and based on such documents and information as it has deemed\nappropriate, made its own credit analysis of Borrower and each other Obligor and\ndecision to enter into this Agreement and that it will, independently and\nwithout reliance upon Agent or any other Lender, and based on such documents and\ninformation as it shall deem appropriate at the time, continue to make its own\nanalysis and decisions in taking or not taking action under this Agreement or\nany of the other Loan Documents.  Agent shall not be required to keep itself\ninformed as to the performance or observance by any Obligor of this Agreement,\nthe Letters of Credit or any of the other Loan Documents or any other document\nreferred to or provided for herein \n\n                                       54\n\n \nor therein or to inspect the Properties or books of any Obligor. Except for\nnotices, reports and other documents and information expressly required to be\nfurnished to the Lenders by Agent hereunder, under the Letters of Credit or the\nother Loan Documents, Agent shall not have any duty or responsibility to provide\nany Lender with any credit or other information concerning the affairs,\nfinancial condition or business of any Obligor (or any of their affiliates)\nwhich may come into the possession of Agent.\n\n      10.8 Failure to Act.  Except for action expressly required of Agent\nhereunder, under the Letters of Credit or under the other Loan Documents, Agent\nshall in all cases be fully justified in failing or refusing to act hereunder\nand thereunder unless it shall receive further assurances to its satisfaction by\nthe Lenders of their indemnification obligations under Section 10.6 hereof\nagainst any and all liability and expense which may be incurred by it by reason\nof taking or continuing to take any such action.\n\n      10.9 Resignation or Removal of Agent.  Subject to the appointment and\nacceptance of a successor Agent as provided below, Agent may resign at any time\nby giving notice thereof to the Lenders and Borrower, and Agent may be removed\nat any time with or without cause by the Super Majority Lenders; provided, that\nAgent shall continue as Agent until such time as any successor shall have\naccepted appointment as Agent hereunder.  Upon any such resignation or removal,\n(i) the Super Majority Lenders without the consent of Borrower shall have the\nright to appoint a successor Agent so long as such successor Agent is also a\nLender at the time of such appointment and (ii) the Super Majority Lenders shall\nhave the right to appoint a successor Agent that is not a Lender at the time of\nsuch appointment so long as Borrower consents to such appointment (which consent\nshall not be unreasonably withheld).  If no successor Agent shall have been so\nappointed by the Super Majority Lenders and accepted such appointment within 30\ndays after the retiring Agent's giving of notice of resignation or the Super\nMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on\nbehalf of the Lenders, appoint a successor Agent.  Any successor Agent shall be\na bank which has an office in the United States and a combined capital and\nsurplus of at least $250,000,000. Upon the acceptance of any appointment as\nAgent hereunder by a successor Agent, such successor Agent shall thereupon\nsucceed to and become vested with all the rights, powers, privileges and duties\nof the retiring Agent and the retiring Agent shall be discharged from its duties\nand obligations hereunder and under any other Loan Documents.  Such successor\nAgent shall promptly specify by notice to Borrower its Principal Office referred\nto in Section 3.1 and Section 4 hereof.  After any retiring Agent's resignation\nor removal hereunder as Agent, the provisions of this Section 10 shall continue\nin effect for its benefit in respect of any actions taken or omitted to be taken\nby it while it was acting as Agent.\n\n      10.10 No Partnership. Neither the execution and delivery of this Agreement\nnor any of the other Loan Documents nor any interest the Lenders, Agent or any\nof them may now or hereafter have in all or any part of the Obligations shall\ncreate or be construed as creating a partnership, joint venture or other joint\nenterprise between the Lenders or among the Lenders and Agent. The relationship\nbetween the Lenders, on the one hand, and Agent, on the other, is and shall be\nthat of principals and agent only, and nothing in this Agreement or any of the\nother Loan Documents shall \n\n                                       55\n\n \nbe construed to constitute Agent as trustee or other fiduciary for any Lender or\nto impose on Agent any duty, responsibility or obligation other than those\nexpressly provided for herein and therein.\n\n      10.11 Authority of Agent.  Each Lender acknowledges that the rights and\nresponsibilities of Agent under this Agreement and the Loan Documents with\nrespect to any action taken by Agent or the exercise or non-exercise by Agent of\nany option, right, request, judgment or other right or remedy provided for\nherein or resulting or arising out of this Agreement and\/or the other Loan\nDocuments shall, as between Agent and the Lenders, be governed by this Agreement\nand by such other agreements with respect thereto as may exist from time to time\namong them, but, as between Agent and the Obligors, Agent shall be conclusively\npresumed to be acting as agent for the Lenders with full and valid authority so\nto act or refrain from acting; and each Obligor shall not be under any\nobligation, or entitlement, to make any inquiry respecting such authority.\n\n 11. Miscellaneous.\n\n      11.1 Waiver.  No waiver of any Default or Event of Default shall be a\nwaiver of any other Default or Event of Default.  No failure on the part of\nAgent or any Lender to exercise and no delay in exercising, and no course of\ndealing with respect to, any right, power or privilege under any Loan Document\nshall operate as a waiver thereof, nor shall any single or partial exercise of\nany right, power or privilege thereunder preclude any other or further exercise\nthereof or the exercise of any other right, power or privilege.  The remedies\nprovided in the Loan Documents are cumulative and not exclusive of any remedies\nprovided by law or in equity.\n\n      11.2 Notices.  All notices and other communications provided for herein\n(including, without limitation, any modifications of, or waivers or consents\nunder, this Agreement) shall be given or made by telegraph, telecopy (confirmed\nby mail), cable or other writing and telecopied, telegraphed, cabled, mailed or\ndelivered to the intended recipient at the \"Address for Notices\" specified below\nits name on the signature pages hereof (or provided for in an Assignment and\nAcceptance); or, as to any party hereto, at such other address as shall be\ndesignated by such party in a notice (given in accordance with this Section) (i)\nas to Borrower, to Agent, (ii) as to Agent, to Borrower and to each Lender, and\n(iii) as to any Lender, to Borrower and Agent.  Except as otherwise provided in\nthis Agreement, all such notices or communications shall be deemed to have been\nduly given when (i) transmitted by telecopier or delivered to the telegraph or\ncable office, (ii) personally delivered (iii) one Business Day after deposit\nwith an overnight mail or delivery service, postage prepaid or (iv) three\nBusiness Days' after deposit in a receptacle maintained by the United States\nPostal Service, postage prepaid, registered or certified mail, return receipt\nrequested, in each case given or addressed as aforesaid.\n\n      11.3 Expenses, Etc.  Whether or not any Loan is ever made or any Letter of\nCredit ever issued, Borrower shall pay or reimburse within 10 Business Days\nafter written demand (a) Agent and each Lender for paying the reasonable fees\nand expenses of legal counsel, together with the reasonable fees and expenses of\neach local counsel, in connection with the preparation, negotiation, execution\nand delivery of this Agreement (including the exhibits and schedules hereto),\nthe Security Documents and the other Loan Documents and the making of the Loans\nand the issuance of Letters \n\n                                       56\n\n \nof Credit hereunder, and any modification, supplement or waiver of any of the\nterms of this Agreement, the Letters of Credit or any other Loan Document; (b)\nAgent and each Lender for any reasonable and customary lien search fees,\ncollateral audit fees, appraisal fees, survey fees, environmental study fees,\nand title insurance costs and premiums; (c) Agent and each Lender for reasonable\nout-of-pocket expenses incurred in connection with the preparation,\ndocumentation, administration and syndication of the Loans or any of the Loan\nDocuments (including, without limitation, the advertising, marketing, printing,\npublicity, duplicating, mailing and similar expenses) of the Loans and Letter of\nCredit Liabilities; (d) Agent and each Lender for paying all transfer, stamp,\ndocumentary or other similar taxes, assessments or charges levied by any\ngovernmental or revenue authority in respect of this Agreement, any Letter of\nCredit or any other Loan Document or any other document referred to herein or\ntherein; (e) Agent and each Lender for paying all costs, expenses, taxes,\nassessments and other charges incurred in connection with any filing,\nregistration, recording or perfection of any Lien contemplated by this\nAgreement, any Security Document or any document referred to herein or therein,\nand (f) following the occurrence and during the continuation of an Event of\nDefault, any Lender or Agent for paying all amounts reasonably expended,\nadvanced or incurred by such Lender or Agent to satisfy any obligation of any\nObligor under this Agreement or any other Loan Document, to protect the\nCollateral, to collect the Obligations or to enforce, protect, preserve or\ndefend the rights of the Lenders or Agent under this Agreement or any other Loan\nDocument, including, without limitation, fees and expenses incurred in\nconnection with such Lender's or Agent's participation as a member of a\ncreditor's committee in a case commenced under the Bankruptcy Code or other\nsimilar law, fees and expenses incurred in connection with lifting the automatic\nstay prescribed in (S) 362 of the Bankruptcy Code and fees and expenses incurred\nin connection with any action pursuant to (S) 1129 of the Bankruptcy Code and\nall other reasonable and customary out-of-pocket expenses incurred by such\nLender or Agent in connection with such matters, together with interest thereon\nat the Past Due Rate on each such amount from the due date until the date of\nreimbursement to such Lender or Agent.\n\n      11.4 Indemnification. Borrower shall indemnify each of Agent, the Lenders,\nand each affiliate thereof and their respective directors, officers, employees\nand agents from, and hold each of them harmless against, any and all losses,\nliabilities, claims or damages to which any of them may become subject,\nREGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY\nINDEMNIFIED PARTIES, insofar as such losses, liabilities, claims or damages\narise out of or result from any (i) actual or proposed use by Borrower of the\nproceeds of any extension of credit (whether a Loan or a Letter of Credit) by\nany Lender hereunder; (ii) breach by any Obligor of this Agreement or any other\nLoan Document; (iii) violation by any Obligor of any Legal Requirement, or (iv)\ninvestigation, litigation or other proceeding relating to any of the foregoing,\nand Borrower shall reimburse Agent, each Lender, and each Affiliate thereof and\ntheir respective directors, officers, employees and agents, upon demand for any\nreasonable and customary expenses (including reasonable and customary legal\nfees) incurred in connection with any such investigation or proceeding;\nprovided, however, that Borrower shall not have any obligations pursuant to this\nSection with respect to any losses, liabilities, claims, damages or expenses\nincurred by the Person seeking indemnification by reason of the gross negligence\nor willful misconduct of that Person or with respect to any disputes between or\namong any of Agent, Lenders and Issuers. Nothing in this Section is intended to\nlimit the obligations of Borrower under any other provision \n\n                                       57\n\n \nof this Agreement. Agent shall indemnify Borrower and hold Borrower harmless\nfrom and against the gross negligence or willful misconduct of Agent and each\nLender shall indemnify Borrower and hold Borrower harmless from and against the\ngross negligence or willful misconduct of such Lender. In the case of any\nindemnification hereunder, Agent or the respective Lender, as appropriate, shall\ngive written notice to Borrower of any such claim or demand being made against\nan indemnified person and Borrower shall have the non-exclusive right to join in\nthe defense against any such claim or demand, provided that if Borrower provides\na defense, the indemnified person shall bear its own cost of defense unless\nthere is a conflict of interests between Borrower and such indemnified person.\nNo Indemnified Person may settle any claim to be indemnified without the consent\nof the Borrower, such consent not to be unreasonably withheld or delayed.\n\n      11.5 Amendments, Etc.  No amendment or modification of this Agreement, the\nNotes or any other Loan Document shall in any event be effective against\nBorrower or any Obligor party thereto unless the same shall be agreed or\nconsented to in writing by such Person.  No amendment, modification or waiver of\nany provision of this Agreement, the Notes or any other Loan Document, nor any\nconsent to any departure by any Obligor therefrom, shall in any event be\neffective against the Lenders unless the same shall be agreed or consented to in\nwriting by the Super Majority Lenders, and each such waiver or consent shall be\neffective only in the specific instance and for the specific purpose for which\ngiven; provided, that no amendment, modification, waiver or consent shall,\nunless in writing and signed by each Lender affected thereby, do any of the\nfollowing:  (a) increase any Revolving Loan Commitment of any of the Lenders (or\nreinstate any termination or reduction of the Revolving Loan Commitments) or\nsubject any of the Lenders to any additional obligations; (b) reduce the\nprincipal of, or interest on, any Loan, Reimbursement Obligation or fee\nhereunder; (c) postpone or extend the Maturity Date, the Revolving Loan\nTermination Date, the Revolving Loan Availability Period or any scheduled date\nfixed for any payment of principal of, or interest on, any Loan, Reimbursement\nObligation, fee or other sum to be paid hereunder or waive any Event of Default\ndescribed in Section 9.1(a) hereof; (d) change the percentage of any of the\nRevolving Loan Commitments or of the aggregate unpaid principal amount of any of\nthe Loans and Letter of Credit Liabilities, or the percentage of Lenders, which\nshall be required for the Lenders or any of them to take any action under this\nAgreement; (e) change any provision contained in Sections 2.2(c), 7.9, 11.3 or\n11.4 hereof or this Section 11.5; (f) release any Person from liability under a\nGuaranty or release all or substantially all of the security for the Obligations\nor release Collateral (exclusive of Collateral with respect to which Agent is\nobligated to provide a release pursuant to this Agreement or any of the other\nLoan Documents or by law) in any one (1) calendar year ascribed an aggregate\nvalue on the most recent financial statements of Borrower delivered to Agent in\nexcess of $1,000,000, or (g) increase any of the fixed percentages to be\nmultiplied by the aggregate amounts of the components comprising the Borrowing\nBase that are described in (i) and (ii) and (iii) of the definition of Borrowing\nBase herein.  Notwithstanding anything in this Section 11.5 to the contrary, no\namendment, modification, waiver or consent shall be made with respect to Section\n10 without the consent of Agent to the extent it affects Agent, as Agent.\n\n                                       58\n\n \n      11.6 Successors and Assigns.\n\n     (a) This Agreement shall be binding upon and inure to the benefit of\nBorrower, Agent and the Lenders and their respective successors and assigns;\nprovided, however, that, except as permitted by Section 8.4 hereof, Borrower may\nnot assign or transfer any of its rights or obligations hereunder without the\nprior written consent of all of the Lenders, and any such assignment or transfer\nwithout such consent shall be null and void.  Each Lender may sell\nparticipations to any Person in all or part of any Loan, or all or part of its\nNotes, Revolving Loan Commitments or interests in Letters of Credit, in which\nevent, without limiting the foregoing, the provisions of the Loan Documents\nshall inure to the benefit of each purchaser of a participation; provided,\nhowever, the pro rata treatment of payments, as described in Section 4.2 hereof\nand rights to compensation under Section 3.3 hereof, shall be determined as if\nsuch Lender had not sold such participation.  Any Lender that sells one or more\nparticipations to any Person shall not be relieved by virtue of such\nparticipation from any of its obligations to Borrower under this Agreement\nrelating to the Loans. In the event any Lender shall sell any participation,\nsuch Lender shall retain the sole right and responsibility to enforce the\nobligations of Borrower relating to the Loans, including, without limitation,\nthe right to approve any amendment, modification or waiver of any provision of\nthis Agreement other than amendments, modifications or waivers with respect to\n(i) any fees payable hereunder to the Lenders, (ii) the amount of principal or\nthe rate of interest payable on, or the dates fixed for the scheduled repayment\nof principal of, the Loans and (iii) the release of the Liens on all or\nsubstantially all of the Collateral.\n\n     (b) Each Lender may assign to one or more Lenders or any other Person all\nor a portion of its interests, rights and obligations under this Agreement;\nprovided, however, that (i) the aggregate amount of the Loans and available\nRevolving Loan Commitments of the assigning Lender subject to each such\nassignment shall in no event be less than $2,000,000; (ii) other than in the\ncase of an assignment to another Lender (that is, at the time of the assignment,\na party hereto) or to an Affiliate of such Lender or to a Federal Reserve Bank,\nAgent and, so long as no Event of Default shall have occurred and be continuing,\nBorrower must each give its prior written consent, which consents shall not be\nunreasonably withheld, and (iii) the parties to each such assignment shall\nexecute and deliver to Agent, for its acceptance an Assignment and Acceptance in\nsubstantially the form of Exhibit D hereto (each an \"Assignment and Acceptance\")\nwith blanks appropriately completed, together with any Note or Notes subject to\nsuch assignment and a processing and recording fee of $3,000 paid by the\nassignee (for which Borrower will have no liability).  Upon such execution,\ndelivery and acceptance, from and after the effective date specified in each\nAssignment and Acceptance, (A) the assignee thereunder shall be a party hereto\nand, to the extent provided in such Assignment and Acceptance, have the rights\nand obligations of a Lender hereunder and (B) the Lender thereunder shall, to\nthe extent provided in such Assignment and Acceptance, be released from its\nobligations under this Agreement (and, in the case of an Assignment and\nAcceptance covering all or the remaining portion of an assigning Lender's rights\nand obligations under this Agreement, such Lender shall cease to be a party\nhereto except in respect of provisions of this Agreement which survive payment\nof the Obligations and termination of the Commitments).  Notwithstanding\nanything contained in this Agreement to the contrary, any Lender may at any time\nassign all or any portion of \n\n                                       59\n\n \nits rights under this Agreement and the Notes issued to it as collateral to a\nFederal Reserve Bank; provided that no such assignment shall release such Lender\nfrom any of its obligations hereunder.\n\n     (c) By executing and delivering an Assignment and Acceptance, the Lender\nassignor thereunder and the assignee thereunder confirm to and agree with each\nother and the other parties hereto as follows:  (i) other than the\nrepresentation and warranty that it is the legal and beneficial owner of the\ninterest being assigned thereby free and clear of any adverse claim, such Lender\nassignor makes no representation or warranty and assumes no responsibility with\nrespect to any statements, warranties or representations made in or in\nconnection with this Agreement or any of the other Loan Documents or the\nexecution, legality, validity, enforceability, genuineness, sufficiency or value\nof this Agreement or any of the other Loan Documents or any other instrument or\ndocument furnished pursuant thereto; (ii) such Lender assignor makes no\nrepresentation or warranty and assumes no responsibility with respect to the\nfinancial condition of Borrower or any Obligor or the performance or observance\nby Borrower or any Obligor of any of its obligations under this Agreement or any\nof the other Loan Documents to which it is a party or any other instrument or\ndocument furnished pursuant hereto; (iii) such assignee confirms that it has\nreceived a copy of this Agreement, together with copies of the financial\nstatements most recently delivered under either Section 6.2 or Section 7.2\nhereof and such other documents and information as it has deemed appropriate to\nmake its own credit analysis and decision to enter into such Assignment and\nAcceptance; (iv) such assignee will, independently and without reliance upon\nAgent, such Lender assignor or any other Lender and based on such documents and\ninformation as it shall deem appropriate at the time, continue to make its own\ncredit decisions in taking or not taking action under this Agreement and the\nother Loan Documents; (v) such assignee appoints and authorizes Agent to take\nsuch action as agent on its behalf and to exercise such powers under this\nAgreement and the other Loan Documents as are delegated to Agent by the terms\nhereof, together with such powers as are reasonably incidental thereto; and (vi)\nsuch assignee agrees that it will perform in accordance with their terms all\nobligations that by the terms of this Agreement and the other Loan Documents are\nrequired to be performed by it as a Lender.\n\n     (d) The entries in the records of Agent as to each Assignment and\nAcceptance delivered to it and the names and addresses of the Lenders and the\nRevolving Loan Commitments of, and principal amount of the Loans owing to, each\nLender from time to time shall be conclusive, in the absence of manifest error,\nand Borrower, Agent and the Lenders may treat each Person the name of which is\nrecorded in the books and records of Agent as a Lender hereunder for all\npurposes of this Agreement and the other Loan Documents.\n\n     (e) Upon Agent's receipt of an Assignment and Acceptance executed by an\nassigning Lender and the assignee thereunder, together with any Note or Notes\nsubject to such assignment and the written consent to such assignment (to the\nextent consent is required), Agent shall, if such Assignment and Acceptance has\nbeen completed with blanks appropriately filled, (i) accept such Assignment and\nAcceptance, (ii) record the information contained therein in its records and\n(iii) give prompt notice thereof to Borrower.  Within five Business Days after\nreceipt of notice, Borrower, at its own expense, shall execute and deliver to\nAgent in exchange for the surrendered Notes new Notes to the order of such\nassignee in an amount equal to the Loans and available Revolving Loan\n\n                                       60\n\n \nCommitments assumed by it pursuant to such Assignment and Acceptance and, if the\nassigning Lender has retained Loans and available Revolving Loan Commitments\nhereunder, new Notes to the order of the assigning Lender in an amount equal to\nthe Loans and available Revolving Loan Commitments retained by it hereunder.\nSuch new Notes shall be in an aggregate principal amount equal to the aggregate\nprincipal amount of such surrendered Notes, shall be dated the effective date of\nsuch Assignment and Acceptance and shall otherwise be in substantially the form\nof the respective Note.  Thereafter, such surrendered Notes shall be marked\nrenewed and substituted and the originals thereof delivered to Borrower (with\ncopies to be retained by Agent).\n\n     (f) Any Lender may, in connection with any assignment or participation or\nproposed assignment or participation pursuant to this Section 11.6, disclose to\nthe assignee or participant or proposed assignee or participant, any information\nrelating to Borrower furnished to such Lender by or on behalf of Borrower;\nprovided such Person agrees to maintain the confidentiality of such information\nin accordance with Section 11.16.\n\n      11.7 Limitation of Interest.  The parties hereto intend to strictly comply\nwith all applicable federal and Texas laws, including applicable usury laws (or\nthe usury laws of any jurisdiction whose usury laws are deemed to apply to the\nNotes or any other Loan Documents despite the intention and desire of the\nparties to apply the usury laws of the State of Texas).  Accordingly, the\nprovisions of this Section 11.7 shall govern and control over every other\nprovision of this Agreement or any other Loan Document which conflicts or is\ninconsistent with this Section, even if such provision declares that it\ncontrols.  As used in this Section, the term \"interest\" includes the aggregate\nof all charges, fees, benefits or other compensation which constitute interest\nunder applicable law, provided that, to the maximum extent permitted by\napplicable law, (a) any non-principal payment shall be characterized as an\nexpense or as compensation for something other than the use, forbearance or\ndetention of money and not as interest, and (b) all interest at any time\ncontracted for, reserved, charged or received shall be amortized, prorated,\nallocated and spread, in equal parts during the full term of the Obligations.\nIn no event shall Borrower or any other Person be obligated to pay, or Agent,\nany Issuer or any Lender have any right or privilege to reserve, receive or\nretain, (a) any interest in excess of the maximum amount of nonusurious interest\npermitted under the laws of the State of Texas or the applicable laws (if any)\nof the United States or of any other jurisdiction, or (b) total interest in\nexcess of the amount which such Person could lawfully have contracted for,\nreserved, received, retained or charged had the interest been calculated for the\nfull term of the Obligations at the Ceiling Rate.  The daily interest rates to\nbe used in calculating interest at the Ceiling Rate shall be determined by\ndividing the applicable Ceiling Rate per annum by the number of days in the\ncalendar year for which such calculation is being made.  None of the terms and\nprovisions contained in this Agreement or in any other Loan Document (including,\nwithout limitation, Section 9.1 hereof) which directly or indirectly relate to\ninterest shall ever be construed without reference to this Section 11.7, or be\nconstrued to create a contract to pay for the use, forbearance or detention of\nmoney at an interest rate in excess of the Ceiling Rate.  If the term of any\nObligation is shortened by reason of acceleration of maturity as a result of any\nDefault or by any other cause, or by reason of any required or permitted\nprepayment, and if for that (or any other) reason Agent, any Issuer or any\nLender at any time, including but not limited to, the stated maturity, is owed\nor receives (and\/or has received) interest in excess of interest calculated at\nthe Ceiling Rate, then and in any such event all of any such \n\n                                       61\n\n \nexcess interest shall be canceled automatically as of the date of such\nacceleration, prepayment or other event which produces the excess, and, if such\nexcess interest has been paid to such Person, it shall be credited pro tanto\nagainst the then-outstanding principal balance of Borrower's obligations to such\nPerson, effective as of the date or dates when the event occurs which causes it\nto be excess interest, until such excess is exhausted or all of such principal\nhas been fully paid and satisfied, whichever occurs first, and any remaining\nbalance of such excess shall be promptly refunded to its payor.\n\n      11.8 Survival.  The obligations of Borrower under Sections 2.2(c), 2.2(d),\n7.9, 11.3 and 11.4 hereof and all other obligations of Borrower in any other\nLoan Document (to the extent stated therein), the obligations of each Issuer\nunder the last sentence of Section 2.2(b)(iii) and the obligations of the\nLenders under Sections 4.1(d), 10.6, 11.7, 11.13 and 11.16 hereof, shall,\nnotwithstanding anything herein to the contrary, survive the repayment of the\nLoans and Reimbursement Obligations and the termination of the Revolving Loan\nCommitments and the Letters of Credit.\n\n      11.9 Captions. Captions and section headings appearing herein are included\nsolely for convenience of reference and are not intended to affect the\ninterpretation of any provision of this Agreement.\n\n      11.10 Counterparts.  This Agreement may be executed in any number of\ncounterparts, all of which taken together shall constitute one and the same\nagreement and any of the parties hereto may execute this Agreement by signing\nany such counterpart.\n\n      11.11 Governing Law; Venue. THIS AGREEMENT AND (EXCEPT AS THEREIN\nPROVIDED) THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN\nACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES\nOF AMERICA FROM TIME TO TIME IN EFFECT. This Agreement and all of the other Loan\nDocuments are performable in Dallas County, Texas, which shall be a proper place\nof venue for suit on or in respect of this note. Borrower hereby irrevocably\nagrees that any legal proceeding in respect of this Agreement or any of the\nother Loan Documents shall be brought in the district courts of Dallas County,\nTexas, or in the United States District Court for the Northern District of\nTexas, Dallas Division (collectively, the \"Specified Courts\"). Borrower hereby\nirrevocably submits to the nonexclusive jurisdiction of the state and federal\ncourts of the State of Texas. Borrower hereby irrevocably waives, to the fullest\nextent permitted by law, any objection which it may now or hereafter have to the\nlaying of venue of any suit, action or proceeding arising out of or relating to\nthis Agreement or any of the Loan Documents brought in any Specified Court, and\nhereby further irrevocably waives any claims that any such suit, action or\nproceeding brought in any such court has been brought in an inconvenient forum.\nBorrower further irrevocably consents to the service of process out of any of\nthe Specified Courts in any such suit, action or proceeding by the mailing of\ncopies thereof by certified mail, return receipt requested, postage prepaid, to\nBorrower. Nothing herein shall affect the right of Agent or any Lender to\ncommence legal proceedings or otherwise proceed against Borrower in any\njurisdiction or to serve process in any manner permitted by applicable law.\nBorrower agrees that a final judgment in any\n\n                                       62\n\n \nsuch action or proceeding shall be conclusive and may be enforced in other\njurisdictions by suit on the judgment or in any other manner provided by law.\n\n      11.12 Severability. Whenever possible, each provision of the Loan\nDocuments shall be interpreted in such manner as to be effective and valid under\napplicable law. If any provision of any Loan Document shall be invalid, illegal\nor unenforceable in any respect under any applicable law, the validity, legality\nand enforceability of the remaining provisions of such Loan Document shall not\nbe affected or impaired thereby.\n\n      11.13 Tax Forms.  Each Lender which is organized under the laws of a\njurisdiction outside the United States shall, on the day of the initial\nborrowing from each such Lender hereunder and from time to time thereafter if\nrequested by Borrower or Agent, provide Agent and Borrower with the forms\nprescribed by the Internal Revenue Service of the United States certifying as to\nsuch Lender's status for purposes of determining exemption from United States\nwithholding taxes with respect to all payments to be made to such Lender\nhereunder or other documents satisfactory to such Lender, Borrower and Agent\nindicating that all payments to be made to such Lender hereunder are not subject\nto United States withholding tax or are subject to such tax at a rate reduced by\nan applicable tax treaty.  If a Lender determines, as a result of any change in\neither (i) applicable law, regulation or treaty, or in any official application\nthereof or (ii) its circumstances, that it is unable to submit any form or\ncertificate that it is obligated to submit pursuant to this Section, or that it\nis required to withdraw or cancel any such form or certificate previously\nsubmitted, it shall promptly notify Borrower and Agent of such fact.  Unless\nBorrower and Agent shall have received such forms or such documents indicating\nthat payments hereunder are not subject to United States withholding tax or are\nsubject to such tax at a rate reduced by an applicable tax treaty, Borrower or\nAgent shall withhold taxes from such payments at the applicable statutory rate.\nEach Lender agrees to indemnify and hold harmless from any United States taxes,\npenalties, interest and other expenses, costs and losses incurred or payable by\n(i) Agent as a result of such Lender's failure to submit any form or certificate\nthat it required to provide pursuant to this Section or (ii) Borrower or Agent\nas a result of their reliance on any representation, form or certificate which\nsuch Lender has provided to them pursuant to this Section.\n\n      11.14 Conflicts Between This Agreement and the Other Loan Documents. In\nthe event of any conflict between the terms of this Agreement and the terms of\nany of the other Loan Documents, the terms of this Agreement shall control.\n\n      11.15 Limitation on Charges; Substitute Lenders; Non-Discrimination.\nAnything in Sections 2.2(d), 3.3(c) or 7.9 notwithstanding:\n\n          (1) Borrower shall not be required to pay to any Lender reimbursement\n     or indemnification with regard to any costs or expenses described in such\n     Sections, unless such Lender notifies Borrower of such costs or expenses\n     within 90 days after the date paid or incurred;\n\n                                       63\n\n \n          (2) none of the Lenders shall be permitted to pass through to Borrower\n     charges and costs under such Sections on a discriminatory basis (i.e.,\n     which are not also passed through by such Lender to other customers of such\n     Lender similarly situated where such customer is subject to documents\n     providing for such pass through); and\n\n          (3) if any Lender elects to pass through to Borrower any material\n     charge or cost under such Sections or elects to terminate the availability\n     of LIBOR Borrowings for any material period of time, Borrower may, within\n     60 days after the date of such event and so long as no Default shall have\n     occurred and be continuing, elect to terminate such Lender as a party to\n     this Agreement; provided that, concurrently with such termination Borrower\n     shall (i) if Agent and each of the other Lenders shall consent, pay that\n     Lender all principal, interest and fees and other amounts owed to such\n     Lender through such date of termination or (ii) have arranged for another\n     financial institution approved by Agent (such approval not to be\n     unreasonably withheld or delayed) as of such date, to become a substitute\n     Lender for all purposes under this Agreement in the manner provided in\n     Section 11.6; provided further that, prior to substitution for any Lender,\n     Borrower shall have given written notice to Agent of such intention and the\n     Lenders shall have the option, but no obligation, for a period of 60 days\n     after receipt of such notice, to increase their Revolving Loan Commitments\n     in order to replace the affected Lender in lieu of such substitution.\n\n      11.16 Confidentiality. Each Lender agrees to exercise its best efforts to\nkeep any information delivered or made available by any Obligor which is clearly\nindicated to be confidential information, confidential from anyone other than\nofficers, directors and employees and other Persons employed or retained by such\nLender or any of its Affiliates who are or are expected to become engaged in\nevaluating, approving, structuring or administering the Loans; provided that\nnothing herein shall prevent any Lender from disclosing such information (a) to\nany other Lender; (b) pursuant to subpoena or upon the order of any court or\nadministrative agency or if legally compelled; (c) upon the request or demand of\nany regulatory agency or authority having jurisdiction over such Lender\n(including the National Association of Insurance Commissioners); (d) which has\nbeen publicly disclosed; (e) to the extent reasonably required in connection\nwith any litigation to which Agent, any Lender, any Obligor or their respective\nAffiliates may be a party; (f) to the extent reasonably required in connection\nwith the exercise of any remedy hereunder; (g) to such Lender's counsel and\nindependent auditors; and (h) to any actual or proposed participant or assignee\nof all or part of its rights hereunder which has agreed in writing to be bound\nby the provisions of this Section.\n\n      11.17 Jury Waiver. BORROWER, AGENT AND LENDERS EACH WAIVE ANY RIGHT TO\nHAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,\nTORT OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO\nTHE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND\nTHE OTHER LOAN DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE\nRESOLVED IN A BENCH TRIAL WITHOUT A JURY.\n\n                                       64\n\n \n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe Effective Date.\n\n                              BOOTS &amp; COOTS INTERNATIONAL WELL\n                              CONTROL, INC., a Delaware corporation\n\n\n                              By:__________________________________\n                              Name:________________________________\n                              Title:_______________________________\n\n\n                              Address for Notices:\n\n                              777 Post Oak, 8th Floor\n                              Houston, Texas 77056\n                              Attention: Mr. Tom Easley\n\n                                       65\n\n \n                              COMERICA BANK-TEXAS,\n                              as Agent, Issuer and as a Lender\n\n\n                              By:_____________________________\n                              Name:___________________________\n                              Title:__________________________\n\n                              Address for Notices:\n\nRevolving Loan Commitment:    1601 Elm Street\n                              Dallas, Texas 75201\n                              Attention:  Mr. Gary W. Orr\n$25,000,000.00                Telecopy No.: __________________\n\n                              with a copy to:\n\n                              Comerica Bank-Texas\n                              P.O. Box 4167\n                              Houston, Texas 77210-4167\n                              Attention: Mr. Dan Evans\n                              Telecopy No.: (713) 220-5650\n\n                                       66\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924,7154],"corporate_contracts_industries":[9415,9413],"corporate_contracts_types":[9560,9567],"class_list":["post-41102","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_companies-comerica-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-energy__services","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41102","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41102"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41102"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41102"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41102"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}