<PAGE>
                                                                     EXHIBIT 4.3


                                 AMENDMENT NO. 1

         This Amendment No. 1 dated as of May 17, 2002 ("Amendment") is among
Weatherford International, Inc., a Delaware corporation (the "U.S. Borrower"),
Weatherford Eurasia Limited, a corporation organized under the laws of the
United Kingdom (the "U.K. Borrower"), Weatherford Eurasia B.V., a corporation
organized under the laws of the Netherlands (the "Dutch Borrower" and,
collectively with the U.S. Borrower and the U.K. Borrower, the "Borrowers"),
Weatherford International Ltd., a Bermuda exempted company (the "Bermuda
Parent"), the lenders from time to time party to the Credit Agreement described
below ("Lenders"), and Bank One, NA, as administrative agent for the Lenders
("Administrative Agent").

                                  INTRODUCTION

         A. The U.S. Borrower, the U.K. Borrower, the Dutch Borrower, the
Administrative Agent, and the Lenders are parties to the Credit Agreement dated
as of April 26, 2001 (the "Credit Agreement").

         B. The U.S. Borrower has requested that the Lenders agree to make
certain amendments to the Credit Agreement in connection with the proposed
merger of the U.S. Borrower into a newly formed acquisition company, which is a
wholly owned subsidiary of Weatherford U.S. Holdings LLC, a Delaware limited
liability company ("U.S. Holdings"), which is in turn a wholly owned subsidiary
of the Bermuda Parent, whose common shares will be exchanged on a one-for-one
basis with outstanding shares of common stock of the U.S. Borrower (the
"Reorganization").

         C. Subject to the terms hereof, the Lenders and the Administrative
Agent agree to the amendments and extension contained herein.

         THEREFORE, the U.S. Borrower, the U.K. Borrower, the Dutch Borrower,
the Bermuda Parent, the Administrative Agent, and the Lenders hereby agree as
follows:

         Section 1. Definitions. Unless otherwise defined in this Amendment,
terms used in this Amendment which are defined in the Credit Agreement shall
have the meanings assigned to such terms in the Credit Agreement. All references
to definitions, Sections, and Articles to be amended shall be references to such
definitions, Sections, and Articles in the Credit Agreement.

         Section 2. Amendments. The Credit Agreement is hereby amended as
follows:

         (a) The Bermuda Parent shall be added as a party to the Credit
Agreement, as a Guarantor.

         (b) The following definitions shall be added in alphabetical order to
Section 1.01:

                  "Bermuda Parent" means Weatherford International Ltd., a
         Bermuda exempted company.


<PAGE>


                  "Borrower Obligations" means the Obligations of the U.S.
         Borrower and of the Subsidiary Borrowers.

                  "Guarantors" mean the Bermuda Parent and U.S. Borrower as
         guarantors of the Guaranteed Obligations.

                  "Guaranty" means the guaranty contained in Article XI.

                  "Merger Date" means the date upon which the reorganization
         described in the Agreement and Plan of Merger among the Bermuda Parent,
         the U.S. Borrower, U.S. Holdings, and Weatherford Merger Inc. becomes
         effective in accordance with the terms of such agreement.

                  "U.S. Holdings" means Weatherford U.S. Holdings LLC, a
         Delaware limited liability company.

         (c) The definitions of "Subsidiary Borrower Obligations" and "U.S.
Borrower Guaranty" in Section 1.01 shall be deleted.

         (d) The following definitions shall be amended to read in their
entirety as follows:

                  "Change of Control" means an event or series of events by
         which (a) any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act as in effect on the Execution Date) or
         related persons constituting a "group" (as such term is used in Rule
         13d-5 under the Exchange Act in effect on the Execution Date) is or
         becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
         under the Exchange Act, as in effect on the Execution Date, except that
         a person or such group shall be deemed to have "beneficial ownership"
         of all shares that any such person or such group has the right to
         acquire without condition, other than the passage of time, whether such
         right is exercisable immediately or only after the passage of time),
         directly or indirectly, of 50% or more of the total voting power of the
         Voting Stock of the Bermuda Parent, U.S. Holdings, or the U.S.
         Borrower; (b) the Bermuda Parent, U.S. Holdings, or the U.S. Borrower
         consolidates with or merges into another Person or conveys, transfers
         or leases all or substantially all of its assets to any Person, or any
         Person consolidates with, or merges into, the Bermuda Parent, U.S.
         Holdings, or the U.S. Borrower in a transaction not otherwise permitted
         by Section 8.02; (c) the Bermuda Parent, U.S. Holdings, or the U.S.
         Borrower conveys, transfers or leases all or substantially all of its
         assets to any Person; (d) the stockholders of the Bermuda Parent, U.S.
         Holdings, or the U.S. Borrower approve any plan of liquidation or
         dissolution of the Bermuda Parent, U.S. Holdings, or the U.S. Borrower;
         or (e) during any period of twelve consecutive months, individuals who,
         at the beginning of such period, constituted the Board of Directors of
         the Bermuda Parent, U.S. Holdings, or the U.S. Borrower (together with
         any new directors whose election by such Board of Directors or whose
         nomination for election by the stockholders of the Bermuda Parent, U.S.
         Holdings, or the U.S. Borrower, as applicable, was


                                      -2-
<PAGE>

         approved by a vote of not less than a majority of the directors then
         still in office who were either directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved) cease for any reason to constitute a majority of the Board of
         Directors of the Bermuda Parent, U.S. Holdings, or the U.S. Borrower,
         as applicable, then in office.

                  "Consolidated EBITDA" means, for any Person, for any period,
         the Consolidated Net Income of such Person and its consolidated
         Subsidiaries for such period, increased (to the extent deducted in
         determining Consolidated Net Income) by the sum of (a) all income taxes
         (including state franchise taxes or similar taxes based on income) of
         such Person and its consolidated Subsidiaries paid or accrued according
         to GAAP for such period; (b) Consolidated Interest Expense of such
         Person and its consolidated Subsidiaries for such period; (c)
         depreciation and amortization of such Person and its consolidated
         Subsidiaries for such period determined in accordance with GAAP; and
         (d) other non-cash charges (excluding any such non-cash charges to the
         extent they require an accrual of, or reserve for, cash charges for any
         future periods) for such period determined in accordance with GAAP, and
         decreased (to the extent added in determining Consolidated Net Income)
         by any non-cash credits for such period determined in accordance with
         GAAP.

                  "Consolidated Indebtedness" means, for any Person, at the date
         of any determination thereof, Indebtedness of such Person and its
         consolidated Subsidiaries (other than Interest Rate Risk Indebtedness,
         Derivatives Obligations, and contingent obligations in respect of
         letters of credit) determined on a consolidated basis in accordance
         with GAAP.

                  "Consolidated Interest Expense" means (without duplication),
         for any Person, for any period, the aggregate amount of interest,
         whether expensed or capitalized, paid, accrued or scheduled to be paid
         or accrued during such period in respect of (i) all Indebtedness of
         such Person and its consolidated Subsidiaries, plus (ii) the October
         1997 Debentures, all determined on a consolidated basis in accordance
         with GAAP

                  "Interest Coverage Ratio" means, for any Person, at the end of
         each fiscal quarter of such Person, the ratio of (a) Consolidated
         EBITDA of such Person for the fiscal quarter then ended and for the
         immediately preceding three fiscal quarters to (b) Consolidated
         Interest Expense of such Person (excluding interest accrued in respect
         of the October 1997 Debentures but not actually paid in cash) for such
         four fiscal quarters.

                  "Material Subsidiary" means, at any date, (a) a consolidated
         Subsidiary the Capital Stock of which is owned by the Bermuda Parent
         and/or one or more of its Subsidiaries and that either (i) has total
         assets in excess of 5% of the total assets of the Bermuda Parent and
         its consolidated Subsidiaries, in each case as determined in accordance
         with GAAP or (ii) has gross net revenues in excess of 5% of the
         consolidated gross revenues of the Bermuda Parent and its consolidated


                                      -3-
<PAGE>

         Subsidiaries based, in each case, on the most recent audited
         consolidated financial statements of the Bermuda Parent.

                  "Net Worth" means, for any Person, at the date of any
         determination thereof, on a consolidated basis, the sum of (a) the par
         value or stated value of its Capital Stock, plus (b) capital in excess
         of par or stated value of shares of its Capital Stock, plus (or minus
         in the case of a deficit), (c) retained earnings or accumulated
         deficit, as the case may be, plus (d) and any other account which, in
         accordance with GAAP, constitutes stockholders' equity, excluding (e)
         any treasury stock, and (f) the effects upon net worth resulting from
         the translation of foreign currency denominated assets into Dollars.

                  "Obligors" means each Borrower and each Guarantor.

                  "Permitted Liens" means, without duplication,

                           (a) Liens, not otherwise permitted under any other
                  provision of this definition, securing Indebtedness permitted
                  under this Agreement in an aggregate principal amount at any
                  time outstanding which does not exceed 12% of the Bermuda
                  Parent's Net Worth;

                           (b) Liens for taxes or unpaid utilities not yet
                  delinquent or which are being contested in good faith by
                  appropriate proceedings; provided that adequate reserves with
                  respect thereto are maintained on the books of the Bermuda
                  Parent or its Subsidiaries, as the case may be, in conformity
                  with GAAP;

                           (c) carriers', warehousemen's, mechanics',
                  materialmen's, repairmen's or other like Liens arising in the
                  ordinary course of business and not overdue for a period of
                  more than 60 days or which are being contested in good faith
                  by appropriate proceedings;

                           (d) pledges or deposits or deemed trusts in
                  connection with workers' compensation, unemployment insurance,
                  pension, employment or other social security legislation;

                           (e) easements, rights-of-way, use restrictions, minor
                  defects or irregularities in title, reservations (including
                  reservations in any original grant from any government of any
                  land or interests therein and statutory exceptions to title)
                  and other similar encumbrances incurred in the ordinary course
                  of business which, in the aggregate, are not substantial in
                  amount and which do not in any case materially detract from
                  the value of the property subject thereto or materially
                  interfere with the ordinary conduct of the business of the
                  Bermuda Parent or any of its Subsidiaries;

                           (f) judgment and attachment Liens not giving rise to
                  an Event of Default or Liens created by or existing from any
                  litigation or legal proceeding that are currently being
                  contested in good faith by appropriate proceedings, promptly


                                      -4-
<PAGE>

                  instituted and diligently conducted, and for which adequate
                  reserves have been made to the extent required by GAAP;

                           (g) Liens on the assets of any entity or asset
                  existing at the time such asset or entity is acquired by the
                  Bermuda Parent or any of its Subsidiaries, whether by merger,
                  consolidation, purchase of assets or otherwise; provided that
                  such Liens (i) are not created, incurred or assumed by such
                  entity in contemplation of such entity's being acquired by
                  Bermuda Parent or any of its Subsidiaries; (ii) do not extend
                  to any other assets of the Bermuda Parent or any of its
                  Subsidiaries; and (iii) the Indebtedness secured by such Lien
                  is permitted pursuant to this Agreement;

                           (h) Liens securing Indebtedness of the Bermuda Parent
                  or its Subsidiaries not prohibited by Section 8.04 incurred to
                  finance the acquisition of fixed or capital assets, provided
                  that (A) such Liens shall be created not more than 90 days
                  after the acquisition of such fixed or capital assets, (B)
                  such Liens do not at any time encumber any property other than
                  the property financed by such Indebtedness and (C) the Liens
                  are not modified to secure other Indebtedness and the amount
                  of Indebtedness secured thereby is not increased;

                           (i) Liens incurred to secure the performance of
                  tenders, bids, leases, statutory obligations, surety and
                  appeal bonds, government contracts, performance and
                  return-of-money bonds and other obligations of a like nature
                  incurred in the ordinary course of business (exclusive of
                  obligations for the payment of borrowed money);

                           (j) leases or subleases granted to others not
                  interfering in any material respect with the business of the
                  Bermuda Parent or any of its Subsidiaries;

                           (k) Liens to secure obligations arising from
                  statutory or regulatory requirements;

                           (l) any interest or title of a lessor in property
                  subject to any Capitalized Lease Obligation or operating lease
                  which, in each case, is permitted under this Agreement;

                           (m) Liens in favor of collecting or payor banks
                  having a right of setoff, revocation, refund or chargeback
                  with respect to money or instruments of the Bermuda Parent or
                  any of its Subsidiaries on deposit with or in possession of
                  such bank; and

                           (n) any renewal or refinancing of or substitution
                  for, or any extension or modification of any maturity date for
                  any Indebtedness secured by, any Lien permitted by any of the
                  preceding clauses; provided that the debt secured is not
                  increased nor the Lien extended to any additional assets.



                                      -5-
<PAGE>

                  "Total Capitalization" means, for any Person, at the date of
         any determination thereof, the sum of (a) Consolidated Indebtedness of
         such Person, plus (b) Net Worth of such Person, plus (c) the
         outstanding principal amount of the October 1997 Debentures at such
         date.

         (e) In the definition of "consolidated", the words "or the Bermuda
Parent, as applicable" shall be inserted after the words "U.S. Borrower".

         (f) The definition of "Consolidated Net Income" shall be amended as
follows:

                            (1) in the first sentence of such definition, the
words "of the U.S. Borrower means, for any period, the net income or loss of the
U.S. Borrower" shall be replaced with the words "means, for any Person, for any
period, the net income or loss of such Person"; and

                            (2) in clauses (c) and (d) of such definition, each
time the words "the U.S. Borrower" appear, they shall be replaced with the words
"such Person for whom Consolidated Net Income is to be determined".

         (g) In the definition of "Debt Rating", the words "or the Bermuda
Parent" shall be inserted after the first instance of the words "U.S. Borrower",
and the words "or the Bermuda Parent, as applicable" shall be inserted after the
second such instance.

         (h) In the definition of "Loan Documents", the words "U.S. Borrower"
shall be deleted.

         (i) In the definition of "Material Adverse Effect", the words "U.S.
Borrower" shall be replaced with the words "Bermuda Parent".

         (j) In the definitions of "Performance Level I", "Performance Level
II", "Performance Level III", and "Performance Level IV", the words "and the
Bermuda Parent each" shall be inserted after the words "U.S. Borrower".

         (k) The definition of "Subsidiary" is amended to add the words "or the
Bermuda Parent, as applicable" to the end of the definition.

         (l) Section 1.03 shall be amended as follows:

                            (1) in the first sentence of such Section, the words
"by the U.S. Borrower" shall be deleted; and

                            (2) in the second sentence of such definition, the
words "and the Bermuda Parent" shall be inserted after each occurrence of the
words "U.S. Borrower".

         (m) Article VI is amended and restated in its entirety to read as set
forth in Exhibit A to this Amendment.



                                      -6-
<PAGE>

         (n) Article VII is amended and restated in its entirety to read as set
forth in Exhibit B to this Amendment.

         (o) Article VIII is amended and restated in its entirety to read as set
forth in Exhibit C to this Amendment.

         (p) Article IX is amended and restated in its entirety to read as set
forth in Exhibit D to this Amendment.

         (q) Article XI is amended and restated in its entirety to read as set
forth in Exhibit E to this Amendment.

         (r) Schedule 6.01 to the Credit Agreement shall be replaced in its
entirety by Schedule 6.01 attached hereto.

         Section 3. Representations and Warranties of U.S. Borrower, U.K.
Borrower, Dutch Borrower, and Bermuda Parent. The U.S. Borrower, the U.K.
Borrower, the Dutch Borrower, and the Bermuda Parent represent and warrant to
the Administrative Agent and the Lenders that:

         (a) the representations and warranties set forth in the Credit
Agreement, as amended by this Amendment, and in the other Loan Documents are
true and correct in all material respects as of the date of this Amendment;

         (b) (i) the execution, delivery and performance of this Amendment are
within the corporate power and authority of the U.S. Borrower, the U.K.
Borrower, the Dutch Borrower, and the Bermuda Parent and have been duly
authorized by appropriate proceedings and (ii) this Amendment constitutes a
legal, valid, and binding obligation of the U.S. Borrower, the U.K. Borrower,
the Dutch Borrower, and the Bermuda Parent, enforceable in accordance with its
terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the rights of creditors generally and
general principles of equity; and

         (c) as of the effectiveness of this Amendment, no Default or Event of
Default has occurred and is continuing.

         Section 4. Reaffirmation of Guaranty. The U.S. Borrower and the Bermuda
Parent, each as a Guarantor (as defined in the Credit Agreement, as amended
hereby) hereby ratifies, confirms, and acknowledges the obligations under its
Guaranty are, after giving effect to this Amendment, in full force and effect
and each such Guarantor continues to unconditionally and irrevocably guarantee
the full and punctual payment and performance, when due, whether at stated
maturity or earlier by acceleration or otherwise, all of the Guaranteed
Obligations, as such Guaranteed Obligations have been amended by this Amendment.
Each of the Guarantors hereby acknowledges that the delivery of this
reaffirmation does not indicate or establish an approval or consent requirement
by any of the Guarantors under the Guaranty, the Credit Agreement or any other
Loan Document in connection with the execution and delivery of amendments to the
Credit Agreement, the Notes or any of the other Loan Documents.



                                      -7-
<PAGE>

         Section 5. Effectiveness. This Amendment shall become effective as of
the date of this Amendment, and the Credit Agreement shall be amended as
provided in this Amendment, upon the occurrence of the following conditions
precedent:

         (a) the U.S. Borrower, the U.K. Borrower, the Dutch Borrower, the
Bermuda Parent, the Administrative Agent, and the Majority Lenders shall have
delivered duly and validly executed originals of this Amendment to the
Administrative Agent;

         (b) the representations and warranties in this Amendment shall be true
and correct in all material respects;

         (c) the Administrative Agent shall have received (i) a favorable
opinion of U.S. counsel for the U.S. Borrower and (ii) a favorable opinion of
Bermuda counsel for the Bermuda Parent, each in form and substance reasonably
satisfactory to the Administrative Agent; and

         (d) the Agreement and Plan of Merger (the "Merger Agreement"), among
the Bermuda Parent, the U.S. Borrower, U.S. Holdings, and Weatherford Merger
Inc., a Delaware corporation, has become effective in accordance with its terms,
and the Reorganization contemplated therein has been consummated.

         Section 6. Effect on Loan Documents.

         (a) Except as amended herein, the Credit Agreement and the Loan
Documents remain in full force and effect as originally executed. Nothing herein
shall act as a waiver of any of the Administrative Agent's or Lenders' rights
under the Loan Documents, as amended, including the waiver of any Default or
Event of Default, however denominated.

         (b) This Amendment is a Loan Document for the purposes of the
provisions of the other Loan Documents. Without limiting the foregoing, any
breach of representations, warranties, and covenants under this Amendment may be
a Default or Event of Default under other Loan Documents.

         Section 7. Choice of Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Texas and of
the United States of America.

         Section 8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original.

         [The remainder of this page has been left blank intentionally.]



                                      -8-
<PAGE>




         EXECUTED to be effective as of the date first above written.


                                        WEATHERFORD INTERNATIONAL, INC.


                                        By:      /s/ BURT M. MARTIN
                                           -------------------------------------
                                        Name:    Burt M. Martin
                                             -----------------------------------
                                        Title:   Senior Vice President, General
                                              ----------------------------------
                                                 Counsel and Secretary
                                                --------------------------------






<PAGE>



                                        ATHERFORD EURASIA LIMITED


                                        By:      /s/ BURT M. MARTIN
                                           -------------------------------------
                                        Name:    Burt M. Martin
                                             -----------------------------------
                                        Title:   Director
                                              ----------------------------------









<PAGE>


                                        WEATHERFORD EURASIA B.V.


                                        By:      /s/ BURT M. MARTIN
                                           -------------------------------------
                                        Name:    Burt M. Martin
                                             -----------------------------------
                                        Title:   Director
                                              ----------------------------------









<PAGE>


                                        WEATHERFORD INTERNATIONAL LTD.


                                        By:      /s/ BURT M. MARTIN
                                           -------------------------------------
                                        Name:    Burt M. Martin
                                             -----------------------------------
                                        Title:   Director
                                              ----------------------------------





<PAGE>


                                        BANK ONE, NA, as Administrative Agent
                                        and as a Lender


                                        By:      /s/ HELEN A. CARR
                                           -------------------------------------
                                        Name:    Helen A. Carr
                                             -----------------------------------
                                        Title:   First Vice President
                                              ----------------------------------





<PAGE>


                                        ABN AMRO BANK N.V., as a Lender


                                        By:      /s/ JEFFERY G. WHITE
                                           -------------------------------------
                                        Name:    Jeffery G. White
                                             -----------------------------------
                                        Title:   Vice President
                                              ----------------------------------

                                        By:      /s/ JOHN REED
                                           -------------------------------------
                                        Name:    John Reed
                                             -----------------------------------
                                        Title:   Vice President
                                              ----------------------------------



<PAGE>


                                        ROYAL BANK OF CANADA, as a Lender


                                        By:      /s/ JASON YORK
                                           -------------------------------------
                                        Name:    Jason York
                                             -----------------------------------
                                        Title:   Manager
                                              ----------------------------------



<PAGE>


                                    The Royal Bank of Scotland plc, as a Lender


                                    By:      /s/ KEITH JOHNSON
                                       -----------------------------------------
                                    Name:    Keith Johnson
                                         ---------------------------------------
                                    Title:   Senior Vice President
                                          --------------------------------------



<PAGE>


                                    THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                    as a Lender


                                    By:      /s/ JOHN MCGHEE
                                       -----------------------------------------
                                    Name:    John McGhee
                                         ---------------------------------------
                                    Title:   Vice President & Manager
                                          --------------------------------------



<PAGE>


                                    CHRISTIANIA BANK OG KREDITKASSE ASA.
                                    as a Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

<PAGE>



                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as a Lender


                                    By:      /s/ JAMES KIPP
                                       -----------------------------------------
                                    Name:    James Kipp
                                         ---------------------------------------
                                    Title:   Managing Director
                                          --------------------------------------



<PAGE>


                                     MIZUHO CORPORATE BANK, LTD.,
                                     as a Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------



<PAGE>


                                    SUNTRUST BANK, as a Lender


                                    By:      /s/ JOSEPH M. MCCREERY
                                       -----------------------------------------
                                    Name:    Joseph M. McCreery
                                         ---------------------------------------
                                    Title:   Vice President
                                          --------------------------------------



<PAGE>


                                    ARAB BANK PLC - NEW YORK BRANCH,
                                    as a Lender


                                    By:      /s/ SAMER TAMIMI
                                       -----------------------------------------
                                    Name:    Samer Tamimi
                                         ---------------------------------------
                                    Title:   Vice President
                                          --------------------------------------


<PAGE>


                                    BANK OF NEW YORK, as a Lender


                                    By:      /s/ PETER W. KELLER
                                       -----------------------------------------
                                    Name:    Peter W. Keller
                                         ---------------------------------------
                                    Title:   Vice President
                                          --------------------------------------



<PAGE>


                                    BANCA NAZIONALE DEL LAVORO S.P.A. -
                                    NEW YORK BRANCH, as a Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------



<PAGE>


                                    JPMORGAN CHASE BANK, as a Lender


                                    By:      /s/ BETH LAWRENCE
                                       -----------------------------------------
                                    Name:    Beth Lawrence
                                         ---------------------------------------
                                    Title:   Managing Director
                                          --------------------------------------




<PAGE>


                                    WELLS FARGO BANK TEXAS, N.A.,
                                    as a Lender


                                    By:      /s/ SCOTT GILDEA
                                       -----------------------------------------
                                    Name:    Scott Gildea
                                         ---------------------------------------
                                    Title:   Assistant Vice President
                                          --------------------------------------



<PAGE>



                                                                       EXHIBIT A



                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders to enter into this Agreement and to make
the Loans, the Bermuda Parent and the U.S. Borrower represent and warrant as to
themselves and the other Obligors (such representations and warranties to
survive any investigation and the making of the Loans) to the Lenders and the
Administrative Agent as follows:

                  SECTION 6.01. Organization and Qualification. Each Obligor and
each Material Subsidiary (a) is a corporation, partnership, or entity having
limited liability that is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, (b) has
the corporate, partnership or other power and authority to own its property and
to carry on its business as now conducted and (c) is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction in
which the failure to be so qualified would, together with all such other
failures of the Obligors and their Subsidiaries, have a Material Adverse Effect.
As of the Execution Date, the corporations and other entities named in Schedule
6.01 are all of the Material Subsidiaries, such Schedule (x) accurately reflects
(i) the direct owner of the Capital Stock of each such Subsidiary and (ii) the
percentage of the issued and outstanding Capital Stock of each such Subsidiary
owned by each Obligor, and (y) accurately sets forth the jurisdictions of their
respective incorporation or organization and jurisdictions in which they are
required to be qualified as foreign corporations, foreign partnerships or other
foreign entities to do business.

                  SECTION 6.02. Authorization, Validity, Etc. Each Obligor has
the corporate, partnership or other power and authority to execute, deliver and
perform its obligations hereunder and under the other Loan Documents to which it
is a party and, in the case of each Borrower, to obtain the Loans, and all such
action has been duly authorized by all necessary corporate, partnership or other
proceedings on its part or on its behalf. This Agreement has been duly and
validly executed and delivered by or on behalf of each Obligor party hereto and
constitutes valid and legally binding agreements of such Obligor enforceable
against such Obligor in accordance with the terms hereof, and the Notes and the
other Loan Documents to which such Obligor is a party, when duly executed and
delivered by or on behalf of such Obligor, will constitute valid and legally
binding obligations of such Obligor enforceable in accordance with the
respective terms thereof and of this Agreement, except, in each case, (a) as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws relating to or affecting
the enforcement of creditors' rights generally, and by general principles of
equity which may limit the right to obtain equitable remedies (regardless of
whether such enforceability is a proceeding in equity or at law) and (b) as to
the enforceability of provisions for indemnification for violation of applicable
securities laws, limitations thereon arising as a matter of law or public
policy.

                  SECTION 6.03. Governmental Consents, Etc. No authorization,
consent, approval, license or exemption of or filing or registration with any
Governmental Authority, is


<PAGE>

necessary for the valid execution, delivery or performance by any Obligor of any
Loan Document to which it is a party, except those that have been obtained and
such matters relating to performance as would ordinarily be done in the ordinary
course of business after the Execution Date.

                  SECTION 6.04. Conflicting or Adverse Agreements or
Restrictions. Neither the execution, delivery and performance by any Obligor of
the Loan Documents to which it is a party, nor compliance with the terms and
provisions thereof, nor the extensions of credit contemplated by the Loan
Documents, (a) will breach or violate any applicable Requirement of Law, (b)
will result in any breach or violation of, any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of its property or assets pursuant to the terms of any indenture, mortgage,
deed of trust, agreement or other instrument to which it or any of its
consolidated Subsidiaries is party or by which any property or asset of it or
any of its consolidated Subsidiaries is bound or to which it is subject, except
for breaches, violations and defaults under clauses (a) and (b) that
collectively for all Obligors will not have a Material Adverse Effect or (c)
will violate any provision of the organizational documents of any Obligor.

                  SECTION 6.05. Title to Assets. Each Obligor and each
consolidated Subsidiary of the Bermuda Parent has good and indefeasible title to
its assets, except for such defects in title as would not in the aggregate have
a Material Adverse Effect. As of the Effective Date, the property of the
Obligors and their Subsidiaries is subject to no Liens, except Permitted Liens.

                  SECTION 6.06. Litigation. Except for actions, suits or
proceedings described in the filings made by the U.S. Borrower or the Bermuda
Parent with the Securities and Exchange Commission pursuant to the Exchange Act,
as of the Effective Date there are no actions, suits or proceedings pending for
which service of process has been accomplished or, to the best knowledge of any
Obligor, threatened with respect to any Obligor, the Loan Documents or any
transactions contemplated therein that are reasonably likely to have
(individually or collectively) a Material Adverse Effect.

                  SECTION 6.07. Information; Financial Statements. All
information heretofore furnished by the U.S. Borrower and the Bermuda Parent to
the Administrative Agent or any Lender in connection with this Agreement, as
affected by the disclosures made herein, in the other Loan Documents and in the
filings made by the U.S. Borrower and the Bermuda Parent with the Securities and
Exchange Commission pursuant to the Exchange Act, did not as of the date thereof
and will not as of the date of the initial Credit Event hereunder, when read
together and taken as a whole, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
contained therein not misleading in any material respect. As of any date prior
to the Merger Date, there has been no material adverse change since December 31,
2000 in the financial condition, business or operations of the U.S. Borrower and
its Subsidiaries taken as a whole which could reasonably be expected to have a
Material Adverse Effect. As of the Merger Date or any date thereafter, there has
been no material adverse change since the Merger Date in the financial
condition, business or operations of the Bermuda Parent and its Subsidiaries
taken as a whole which could reasonably be expected to have a Material Adverse
Effect.



                                      -2-
<PAGE>

                  SECTION 6.08. Investment Company Act. Neither the Bermuda
Parent nor any of its Subsidiaries is, or is regulated as an "investment
company," as such term is defined in the Investment Company Act of 1940, as
amended.

                  SECTION 6.09. Public Utility Holding Company Act. Neither the
Bermuda Parent nor any of its Subsidiaries is a non-exempt "holding company," or
subject to regulation as such, or, to the knowledge of any Obligor's officers,
an "affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

                  SECTION 6.10. ERISA. (a) The U.S. Borrower, and each ERISA
Affiliate has maintained and administered each Plan in compliance with all
applicable laws except for such instances of noncompliance as have not resulted
in and would not reasonably be expected to have a Material Adverse Effect.
Neither the U.S. Borrower nor any ERISA Affiliate has incurred any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
the Code relating to employee benefit plans (as defined in Section 3 of ERISA),
and no event, transaction or condition has occurred or exists that would
reasonably be expected to result in the incurrence of any such liability by the
U.S. Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of
the rights, properties or assets of the U.S. Borrower or any ERISA Affiliate
pursuant to Title I or IV of ERISA Sections 401(a)(29) or 412 of the Code, other
than such liabilities or Liens as would in the aggregate reasonably be expected
to have a Material Adverse Effect.

                  (b) No accumulated funding deficiency (as defined in Section
412 of the Code or Section 302 of ERISA), in excess of $25,000,000, whether or
not waived, exists or is expected to be incurred with respect to any Plan.

                  (c) The U.S. Borrower and its ERISA Affiliates have not
incurred withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer
Plans that in the aggregate would reasonably be expected to have a Material
Adverse Effect.

                  (d) All contributions have been timely made to all employee
benefit plans, as defined in Section 3 of ERISA, except for such failures as
would not reasonably be expected to have a Material Adverse Effect.

                  SECTION 6.11. Tax Returns and Payments. Each Obligor and each
Material Subsidiary has caused to be filed all federal income tax returns and
other material tax returns, statements and reports (or obtained extensions with
respect thereto) which are required to be filed and have paid or deposited or
made adequate provision in accordance with GAAP for the payment of all taxes
(including estimated taxes shown on such returns, statements and reports) which
are shown to be due pursuant to such returns, except where the failure to pay
such taxes (collectively for the Obligors and the Material Subsidiaries, taken
as a whole) would not have a Material Adverse Effect. No material income tax
liability of any Obligor or any Material Subsidiary has been asserted by the
Internal Revenue Service of the United States or any other



                                      -3-
<PAGE>

Governmental Authority for any taxes in excess of those already paid, except for
taxes which are being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP have been created on the books
of the Obligors and their Subsidiaries.

                  SECTION 6.12. Requirements of Law; Environmental Matters. (a)
The Obligors and each of their consolidated Subsidiaries are in compliance with
all Requirements of Law, applicable statutes, regulations and orders of, and all
applicable restrictions imposed by, all Governmental Authorities in respect of
the conduct of its business and the ownership of their property, except for such
noncompliances which, in the aggregate, would not have a Material Adverse
Effect.

                  (b) The U.S. Borrower monitors, in the ordinary course of its
business, the effect of existing Environmental Laws, and each claim asserted
against it, any other Obligor, or any of their Subsidiaries by any Governmental
Authority alleging potential liability or responsibility for violation of any
Environmental Law, on its business operations and properties. As a result
thereof, the U.S. Borrower has reasonably concluded that such Environmental Laws
and any such claims would not, in the aggregate, have a Material Adverse Effect.

                  SECTION 6.13. Purpose of Loans. (a) All proceeds of the Loans
will be used by a Borrower for the purposes set forth in Section 2.06.

                  (b) None of the proceeds of the Loans under this Agreement
were or will be used directly or indirectly for the purpose of buying or
carrying any "margin stock" within the meaning of Regulation U (herein called
"margin stock") or for the purpose of reducing or retiring any indebtedness
which was originally incurred to buy or carry a margin stock, or for any other
purpose which might constitute this transaction a "purpose" credit within the
meaning of Regulation U. Neither any Obligor nor any agent acting on its behalf
has taken or will take any action which might cause this Agreement or any other
Loan Document to violate Regulation T, U or X, or any other regulation of the
Board or to violate the Exchange Act. Margin stock did not on the Execution
Date, and does not now, constitute more than 25% of the assets of the U.S.
Borrower or any other Obligor.

                  SECTION 6.14. Designation of this Agreement and the
Obligations. The Obligations under this Agreement and under the other Loan
Documents constitute "Designated Senior Indebtedness" (as such phrase is used in
the October 1997 Debenture Indenture) and are pari passu to Indebtedness under
the May 1996 Debenture Indenture.

                  SECTION 6.15. No Default. No Default or Event of Default has
occurred and is continuing.





                                      -4-
<PAGE>

                                                                       EXHIBIT B

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

                  Each of the Bermuda Parent and the U.S. Borrower covenants and
agrees that prior to the termination of this Agreement it will duly and
faithfully perform, and cause its Subsidiaries to perform, each and all of the
following covenants:

                  SECTION 7.01. Information Covenants. Each of the Bermuda
Parent and the U.S. Borrower will furnish or cause to be furnished to the
Administrative Agent and each Lender:

                  (a) As soon as available, and in any event within 60 days
after the end of each of the first three quarterly accounting periods in each
fiscal year the Form 10-Q, or its equivalent, of the U.S. Borrower or Bermuda
Parent, as applicable.

                  (b) As soon as available, and in any event within 120 days
after the close of each fiscal year, the Form 10-K, or its equivalent, of the
U.S. Borrower or Bermuda Parent, as applicable, for such fiscal year and
certified by Ernst & Young LLP or other independent certified public accountants
of recognized national standing reasonably acceptable to the Administrative
Agent and the Majority Lenders, whose certification shall be without
qualification or limitation.

                  (c) Promptly upon the mailing thereof to the shareholders of
the Bermuda Parent generally, copies of all financial statements, reports and
proxy statements so mailed and copies of all press releases.

                  (d) Promptly, and in any event within ten Business Days after
any Responsible Officer of any Obligor obtains knowledge of

                           (i) any event or condition which would reasonably be
         expected to have a Material Adverse Effect; or

                           (ii) any event or condition which constitutes a
         Default or an Event of Default; or

                           (iii) the occurrence of a Change of Control or Change
         of Control Event;

a notice of such event or condition, specifying the nature thereof.

                  (e) At the time of the delivery of the financial statements
provided for (i) in Sections 7.01(a) and (b), a certificate of a Responsible
Officer of the U.S. Borrower and/or the Bermuda Parent, as applicable, in the
form of Exhibit 7.01 to the effect that no Default or Event of Default exists
or, if any Default or Event of Default does exist, specifying the nature and
extent thereof, which certificate shall also set forth calculations required to
establish whether the



<PAGE>

U.S. Borrower and/or the Bermuda Parent, as applicable, was in compliance with
the provisions of Article VIII as at the end of such fiscal quarter or fiscal
year, as the case may be and (ii) in Section 7.01(b), to the extent there has
been any change in the information previously furnished to the Administrative
Agent and the Lenders on Schedule 6.01, a revised Schedule 6.01.

                  (f) Promptly, and in any event within 30 days after any
Responsible Officer of any Obligor obtains knowledge thereof, notice:

                           (i) of the occurrence or expected occurrence of any
         material Reportable Event with respect to any Plan, a failure to make
         any material required contribution to a Plan, any Lien in favor of the
         PBGC or a Plan, or any withdrawal from, or the termination,
         reorganization or insolvency (within the meaning of such terms as used
         in ERISA) of any Multiemployer Plan, or

                           (ii) of the institution of proceedings or the taking
         of any other action by the PBGC or the U.S. Borrower or any ERISA
         Affiliate or any Multiemployer Plan with respect to the withdrawal
         from, or the terminating, reorganization or insolvency (within the
         meaning of such terms as used in ERISA) of, any Plan which termination,
         reorganization or insolvency would reasonably be expected to have a
         Material Adverse Effect, except that no notice shall be required with
         respect to the merger of a defined contribution plan of one ERISA
         Affiliate into a defined contribution plan of another ERISA Affiliate.

                  (g) From time to time and with reasonable promptness, such
other information or documents (financial or otherwise) with respect to the
Bermuda Parent, the U.S. Borrower or any of their Subsidiaries as the
Administrative Agent or any Lender through the Administrative Agent may
reasonably request.

                  SECTION 7.02. Books, Records and Inspections. Each of the
Bermuda Parent and the U.S. Borrower will, and will cause each of its Material
Subsidiaries to, permit, or cause to be permitted, any Lender, upon written
notice, to visit and inspect any of the properties of each of the Bermuda Parent
and the U.S. Borrower and their Subsidiaries, to examine the corporate books and
financial records of each of the Bermuda Parent and the U.S. Borrower and their
Subsidiaries and to discuss the affairs, finances and accounts of any such
corporations with a Responsible Officer of each of the Bermuda Parent and the
U.S. Borrower and such Subsidiaries, all at such reasonable times and as often
as such Lender(s), through the Administrative Agent, may reasonably request.

                  SECTION 7.03. Insurance and Maintenance of Properties. Each of
the Bermuda Parent and the U.S. Borrower will, and will cause each of the
Obligors to, maintain or cause to be maintained, with financially sound and
reputable insurers, insurance with respect to its property and business against
such liabilities, casualties, risks and contingencies (including business
interruption insurance) and in such types and amounts as is customary in the
case of Persons engaged in the same or similar businesses and similarly
situated.



                                      -2-
<PAGE>

                  SECTION 7.04. Payment of Taxes and other Claims. Each Obligor
will, and will cause each of the Material Subsidiaries and each Subsidiary
Borrower to, pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, all taxes, assessments and governmental charges levied
or imposed upon such Obligor or such Material Subsidiary or Subsidiary Borrower,
as applicable, or upon the income, profits or property of such Obligor or such
Material Subsidiary or Subsidiary Borrower, as applicable, except for (i) such
taxes, assessments as would not, individually or in the aggregate, have a
Material Adverse Effect and (ii) any such tax, assessment or governmental charge
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP.

                  SECTION 7.05. Existence. Except as expressly permitted
pursuant to Section 8.02, the Bermuda Parent and the U.S. Borrower will, and
will cause each of the Obligors to, do all things necessary to preserve and keep
in full force and effect the corporate, partnership or other existence, rights
and franchises of the Bermuda Parent and the U.S. Borrower and each of the
Obligors, as applicable.

                  SECTION 7.06. ERISA Information and Compliance. Except with
respect to matters described in clauses (a), (c) and (d) below which would not
reasonably be expected to have a Material Adverse Effect, the U.S. Borrower will
promptly furnish to Administrative Agent: (a) immediately upon receipt, a copy
of any notice of complete or partial withdrawal liability under ERISA and any
notice from the PBGC under ERISA of an intent to terminate or appoint a trustee
to administer any Plan, (b) if requested by the Administrative Agent, promptly
after the filing thereof with the United States Secretary of Labor or the PBGC
or the Internal Revenue Service, copies of each annual and other report with
respect to each Plan or any trust created thereunder, (c) immediately upon
becoming aware of the occurrence of any Reportable Event, or of any "prohibited
transaction", as such term is defined in Section 4975 of the Code, in connection
with any Plan or any trust created thereunder, a written notice signed by a
Responsible Officer of the applicable Borrower or the applicable ERISA Affiliate
specifying the nature thereof, what action the applicable Borrower or the
applicable ERISA Affiliate is taking or proposes to take with respect thereto,
and, when known, any action taken by the PBGC, the Internal Revenue Service, the
Department of Labor or any other applicable Governmental Authority with respect
thereto, (d) promptly after the filing or receiving thereof by any Borrower or
any ERISA Affiliate, any notice of the institution of any proceedings or other
actions which may result in the termination of any Plan, and (e) each request
for waiver of the funding standards or extension of the amortization periods
required by ERISA or Section 412 of the Code promptly after the request is
submitted by Borrower or any ERISA Affiliate to the Secretary of the Treasury,
the Department of Labor, the Internal Revenue Service or any other applicable
Governmental Authority. The U.S. Borrower covenants that it shall and shall
cause each ERISA Affiliate to comply, with respect to each Plan and
Multiemployer Plan, with all applicable provisions of ERISA and the Code, except
to the extent that any failure to comply would not reasonably be expected to
have a Material Adverse Effect.

                  SECTION 7.07. Capital Adequacy. If any Lender determines in
good faith that compliance with any law or regulation or any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law) implemented or effective after


                                      -3-
<PAGE>

the Effective Date affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend or other commitments of this type,
then, upon demand by such Lender (with a copy of any such demand to the
Administrative Agent), the U.S. Borrower shall immediately pay to Administrative
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts (without duplication of any other amounts payable in
respect of increased costs) sufficient to compensate such Lender, in light of
such circumstances, with respect to such Lender, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend under this Agreement. A certificate as to
such amount and detailing the calculation of such costs shall be submitted to
the U.S. Borrower by such Lender, such certificate to be presumed correct for
all purposes, absent manifest error.

                  SECTION 7.08. Subsidiaries. The Bermuda Parent covenants that
the Subsidiaries identified on Schedule 6.01 are the only Material Subsidiaries
as of the Execution Date. Should any Subsidiary, subsequent to the date hereof,
become a Material Subsidiary, the Bermuda Parent shall deliver to the
Administrative Agent and the Lenders a revised Schedule 6.01 as provided in
Section 7.01(e).



                                      -4-
<PAGE>



                                                                       EXHIBIT C

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

                  Each of the Bermuda Parent and the U.S. Borrower covenants and
agrees with the Administrative Agent and the Lenders that prior to the
termination of this Agreement it will duly and faithfully perform, and cause its
Subsidiaries to perform, each and all of the following covenants:

                  SECTION 8.01. Material Change in Business. The Bermuda Parent
will not, and will not permit its Material Subsidiaries to, engage in any
material business substantially different from those carried on by the U.S.
Borrower and its consolidated Subsidiaries taken as a whole on the date hereof.

                  SECTION 8.02. Consolidation, Merger, or Sale of Assets, Etc.
The Bermuda Parent will not, and will not permit any other Obligor to, wind up,
liquidate or dissolve its affairs, or effect any merger or consolidation, and
the Bermuda Parent will not, and will not permit any consolidated Subsidiary to,
sell, lease or otherwise dispose of all or substantially all of its property or
assets (other than sales of inventory in the ordinary course of business) except
that this Section 8.02 shall not prohibit any of the following transactions, or
any agreement to effect the same:

                  (a) if, at the time thereof and immediately after giving
effect thereto, no Event of Default or Default shall have occurred and be
continuing, the merger of any other Person with and into the Bermuda Parent or
any of its Subsidiaries, if (i) in any transaction involving the Bermuda Parent
or the U.S. Borrower, the Bermuda Parent or the U.S. Borrower, as applicable, is
the surviving Person, (ii) in any other transaction, a Wholly-Owned Subsidiary
is the surviving entity, and (iii) in either case, the Bermuda Parent, the U.S.
Borrower, and their Subsidiaries shall be in compliance, on a pro forma basis
after giving effect to such transaction, with the covenants contained in this
Article VIII recomputed as of the last day of the most recently ended fiscal
quarter of the Bermuda Parent, the U.S. Borrower, and their Subsidiaries as if
such transaction had occurred on the first day of each relevant period for
testing such compliance, and the U.S. Borrower (with respect to any merger with
a Person not a consolidated Subsidiary of the Bermuda Parent) shall have
delivered to the Administrative Agent an officer's certificate to such effect,
together with all relevant financial information and calculations demonstrating
such compliance;

                  (b) transactions and transfers of assets among or between
Obligors and/or Wholly-Owned Subsidiaries or among and between Wholly-Owned
Subsidiaries, in each case, not prohibited by Section 8.07; and

                  (c) dispositions not otherwise permitted hereunder which are
made for fair market value; provided that (i) at the time of any disposition, no
Default or Event of Default shall exist or shall result from such disposition,
(ii) the aggregate sales price from such disposition shall be paid in cash or
otherwise on payment terms satisfactory to the applicable Obligor or


<PAGE>

Subsidiary, and (iii) the aggregate book value of all assets of the Bermuda
Parent and its Subsidiaries, taken as a whole, shall not be reduced at any time
to an amount which is less than 80% of the aggregate book value of all assets of
the U.S. Borrower and its Subsidiaries, taken as a whole, on December 31, 2000,
as reflected on the U.S. Borrower's balance sheet dated December 31, 2000.

                  SECTION 8.03. Liens. Each of the Bermuda Parent and the U.S.
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Lien upon or with respect to any property
or assets of any kind (real or personal, tangible or intangible) of any Obligor
or any such Subsidiary whether now owned or hereafter acquired, except Permitted
Liens.

                  SECTION 8.04. Indebtedness. (a) Each of the Bermuda Parent and
the U.S. Borrower will not create, incur or assume, or permit any of its
Subsidiaries to create, incur or assume any Indebtedness, unless each of the
Bermuda Parent, the U.S. Borrower, and their Subsidiaries shall be in
compliance, on a pro forma basis after giving effect to such transactions, with
the covenants contained in this Article VIII recomputed as of the last day of
the most recently ended fiscal quarter of each of the Bermuda Parent, the U.S.
Borrower, and their Subsidiaries as if the transaction in question had occurred
on the first day of each relevant period for testing such compliance.

                  (b) Notwithstanding Section 8.04(a), the aggregate principal
amount of all Indebtedness of all foreign Subsidiaries (other than Indebtedness
under this Agreement) at any time outstanding to any Person other than the U.S.
Borrower and the Subsidiaries shall not exceed 12% of the Bermuda Parent's Net
Worth at such time.

                  SECTION 8.05. Ownership of Obligors. The Bermuda Parent shall
not at any time cease to own, beneficially and of record, directly or
indirectly, 100% of the Capital Stock or other equity interest (except for
directors' qualifying shares) of the U.S. Borrower and U.S. Holdings. The U.S.
Borrower shall not at any time cease to own, beneficially and of record,
directly or indirectly, 100% of the Capital Stock or other equity interest
(except for directors' qualifying shares) of each Subsidiary Borrower.

                  SECTION 8.06. Financial Covenants. (a) The Bermuda Parent will
not permit its Consolidated Indebtedness to exceed 50% of its Total
Capitalization at the end of any fiscal quarter.

                (b) The Bermuda Parent will not permit its Interest Coverage
Ratio at the end of any fiscal quarter to be less than 3.0 to 1.0.

                SECTION 8.07. Limitation on Transactions with Affiliates. Each
of the Bermuda Parent and the U.S. Borrower will not, and will not permit any of
their consolidated Subsidiaries to, directly or indirectly, conduct any business
or enter into, renew, extend or permit to exist any transaction (including the
purchase, sale, lease or exchange of any assets or the rendering of any service)
or series of related transactions with any Person who is not either (i) a
Borrower or one of the Bermuda Parent's consolidated Subsidiaries or (ii)
Weatherford\Al-Rushaid Limited,




                                      -2-
<PAGE>

Weatherford Saudi Arabia Limited, or Universal Compression Holdings, Inc., on
terms that are less favorable to the Bermuda Parent or such consolidated
Subsidiary, as the case may be, than would be available in a comparable arm's
length transaction. Notwithstanding the foregoing, the restrictions set forth in
this covenant will not apply to (i) the payment of reasonable and customary
regular fees to directors of the Bermuda Parent or the U.S. Borrower who are not
employees of the Bermuda Parent or the U.S. Borrower; (ii) loans and advances to
officers, directors and employees of the Bermuda Parent or the U.S. Borrower and
their respective Subsidiaries for travel, entertainment and moving and other
relocation expenses made in direct furtherance and in the ordinary course of
business of the Bermuda Parent, the U.S. Borrower, and their respective
Subsidiaries; (iii) any other transaction with any employee, officer or director
of the Bermuda Parent, the U.S. Borrower or any of their respective Subsidiaries
pursuant to employee benefit or compensation arrangements entered into in the
ordinary course of business and approved by, as applicable, the Board of
Directors of the Bermuda Parent, the Board of Directors of the U.S. Borrower, or
the Board of Directors of such Subsidiary permitted by this Agreement; and (iv)
customary underwriting or similar transactions with an investment banking
Affiliate.

                SECTION 8.08. Restrictions on Subsidiary Dividends. Each of the
Bermuda Parent and the U.S. Borrower will not and will not permit any of its
consolidated Subsidiaries to enter into any agreement or contract which limits
or restricts in any way the payment of any dividends or distributions by any
consolidated Subsidiary of any Obligor to such Obligor or to another
consolidated Subsidiary of such Obligor.

                SECTION 8.09. Debentures. Except as expressly permitted in
writing by the Majority Lenders, no Obligor will amend, modify or obtain or
grant a waiver of any provision of the October 1997 Debentures, the October 1997
Debenture Indenture, the May 1996 Debentures, or the May 1996 Debenture
Indenture if such amendment, modification or waiver would be adverse to the
Lenders.

                  SECTION 8.10. The Debenture Indentures. No Obligor will take
any action that could result in the Obligations' failing to be classified as (a)
"Designated Senior Indebtedness" (as such phrase is used in the October 1997
Debenture Indenture) or (b) pari passu to Indebtedness under the May 1996
Debenture Indenture.



                                      -3-
<PAGE>




                                                                       EXHIBIT D

                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES

                  SECTION 9.01. Events of Default and Remedies. If any of the
following events ("Events of Default") shall occur and be continuing:

                  (a) (i) the principal on any Note shall not be paid on the
date on which such payment is due, or (ii) any payment of interest on any such
Note or any other amount due hereunder or any other Loan Document shall not be
paid within five calendar days following the date on which such payment of
interest or such other amount is due; or

                  (b) any representation or warranty made or, for purposes of
Article V, deemed made by or on behalf of any Obligor herein, at the direction
of any Obligor or by any Obligor in any other Loan Document or in any document,
certificate or financial statement delivered in connection with this Agreement
or any other Loan Document shall prove to have been incorrect in any material
respect when made or deemed made or reaffirmed, as the case may be; or

                  (c) any Obligor shall fail to perform or observe any covenant
contained in Article VIII or fails to give any notice required by Section
7.01(d) or (e); or

                  (d) any Obligor shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement (other than those
specified in Section 9.01(a), Section 9.01(b) or Section 9.01(c)) or any other
Loan Document to which it is a party and, in any event, such failure shall
remain unremedied for 30 calendar days after the earlier of (i) written notice
of such failure shall have been given to a Responsible Officer of the U.S.
Borrower by the Administrative Agent or any Lender or, (ii) a Responsible
Officer of any Obligor becomes aware of such failure; or

                  (e) the Bermuda Parent or any of its Subsidiaries (i) fails to
make (whether as primary obligor or as guarantor or other surety) any principal
payment of or interest or premium, if any, on any Indebtedness or the October
1997 Debentures beyond any period of grace provided with respect thereto (not to
exceed 30 days), provided that the aggregate amount of all Indebtedness as to
which such a payment default shall occur and be continuing is equal to or
exceeds $25,000,000, or (ii) defaults under any agreement or any instrument
which governs the rights and remedies of Persons holding Indebtedness of the
Bermuda Parent or any of its Subsidiaries with an aggregate face amount which is
equal to or exceeds $25,000,000; or

                  (f) the entry by a court having jurisdiction in the premises
of (i) a decree or order for relief in respect of any Obligor or any Material
Subsidiary in an involuntary case or proceeding under any applicable federal,
state or foreign bankruptcy, insolvency, reorganization or other similar law or
(ii) a decree or order adjudging any Obligor or any Material Subsidiary bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of any Obligor or any
Material Subsidiary under any applicable federal, state or foreign law, or
appointing a custodian, receiver,


<PAGE>

liquidator, assignee, trustee, sequestrator or other similar official of any
Obligor or any Material Subsidiary of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, the continuance of any
such decree or order for relief or any such other decree or order that shall be
unstayed and in effect for a period of 60 consecutive days; or

                  (g) the commencement by any Obligor or any Material Subsidiary
of a voluntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by any
Obligor or any Material Subsidiary to the entry of a decree or order for relief
in respect of any Obligor or such Material Subsidiary in an involuntary case or
proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by any
Obligor or any Material Subsidiary of a petition or answer or consent seeking
reorganization or relief under any applicable federal, state or foreign law, or
the consent by any Obligor or any Material Subsidiary to the filing of such
petition or the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of such Obligor
or such Material Subsidiary or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the consent to,
approval of or the admission by any Obligor or any Material Subsidiary in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by any Obligor or any Material Subsidiary in
furtherance of any such action; or

                  (h) there shall be commenced against any Obligor or any
Material Subsidiary any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against the
assets of the any Obligor or any Material Subsidiaries which equals or exceeds
$25,000,000 in value and which results in the entry of an order for any such
relief which shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or

                  (i) any Loan Document shall (other than with the consent of
the Administrative Agent and the Lenders), at any time after its execution and
delivery and for any reason, cease to be in full force and effect in any
material respect, or shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by any Obligor or any Obligor shall
deny that it has any or further liability or obligation thereunder; or

                  (j) any Plan shall incur an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA) which
(individually or collectively) exceeds $25,000,000, whether or not waived, or a
waiver of the minimum funding standard or extension of any amortization period
is sought or granted under Section 412 of the Code with respect to a Plan; any
proceeding shall have occurred or is reasonably likely to occur by the PBGC
under Section 4069(a) of ERISA to impose liability on the U.S. Borrower, any
consolidated Subsidiary or an ERISA Affiliate which (individually or
collectively) exceeds $25,000,000; any required contribution to a Plan or
Multiemployer Plan in excess of $25,000,000 shall not have been made within 15
days of the date such contribution is due; or the U.S. Borrower, any
consolidated Subsidiary or any ERISA Affiliate has incurred or is reasonably
likely to incur a liability to or on


                                      -2-
<PAGE>

account of a Plan or Multiemployer Plan under Section 515, 4062, 4063, 4064,
4201 or 4204 of ERISA, and there shall result (individually or collectively)
from any such event or events a material risk of either (i) the imposition of a
Lien(s) upon, or the granting of a security interest(s) in, the assets of the
U.S. Borrower, any consolidated Subsidiary and/or an ERISA Affiliate securing an
amount(s) equal to or exceeding $25,000,000, or (ii) the U.S. Borrower, any
consolidated Subsidiary and/or an ERISA Affiliate incurring a liability(ies) or
obligation(s) with respect thereto equal to or exceeding $25,000,000; or

                  (k) a judgment or order shall be entered against any Obligor
or any Material Subsidiary, which with other outstanding judgments and orders
entered against the Obligors and the Material Subsidiaries equals or exceeds
$25,000,000 in the aggregate (to the extent not covered by insurance as to which
the respective insurer has acknowledged coverage), and (i) within 60 days after
entry thereof such judgment shall not have been discharged or execution thereof
stayed pending appeal or, within 60 days after the expiration of any such stay,
such judgment shall not have been discharged, or (ii) any enforcement proceeding
shall have been commenced (and not stayed) by any creditor upon such judgment;

then, in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may (and at the direction of
the Majority Lenders, shall) do any or all of the following:

         (i) without notice to any Borrower or any other Person, declare the
       Commitments terminated (whereupon the Commitments shall be terminated)
       and/or accelerate the Termination Date to a date as early as the date of
       termination of the Commitments;

         (ii) declare the principal amount then outstanding of and the unpaid
       accrued interest on the Loans and all fees and all other amounts payable
       hereunder, under the Notes and under the other Loan Documents to be
       forthwith due and payable, whereupon such amounts shall be and become
       immediately due and payable, without notice (including notice of
       acceleration and notice of intent to accelerate), presentment, demand,
       protest or other formalities of any kind, all of which are hereby
       expressly waived by each Borrower; provided, that in the case of the
       occurrence of an Event of Default with respect to any Obligor referred to
       in Section 9.01(f) or Section 9.01(g), the Commitments shall be
       automatically terminated and the principal amount then outstanding of and
       unpaid accrued interest on the Loans and all fees and all other amounts
       payable hereunder, under the Notes and under the other Loan Documents
       shall be and become automatically and immediately due and payable,
       without notice (including notice of acceleration and notice of intent to
       accelerate), presentment, demand, protest or other formalities of any
       kind, all of which are hereby expressly waived by each Borrower; and

         (iii) exercise any or all other rights and remedies available to the
       Administrative Agent or any Lenders under the Loan Documents, at law or
       in equity.

                  SECTION 9.02. Right of Setoff. Upon the occurrence and during
the continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, without notice to any Obligor (any such notice being
expressly waived by each Obligor),


                                      -3-
<PAGE>

to setoff and apply any and all deposits (general or special, time or demand,
provisional or final but excluding the funds held in accounts clearly designated
as escrow or trust accounts held by any Obligor for the benefit of Persons which
are not Affiliates of any Obligor), whether or not such setoff results in any
loss of interest or other penalty, and including without limitation all
certificates of deposit, at any time held, and any other funds or property at
any time held, and other indebtedness at any time owing by such Lender to or for
the credit or the account of any Obligor against any and all of the Obligations
irrespective of whether or not such Lender or the Administrative Agent will have
made any demand under this Agreement, the Notes or any other Loan Document.
Should the right of any Lender to realize funds in any manner set forth above be
challenged and any application of such funds be reversed, whether by court order
or otherwise, the Lenders shall make restitution or refund to the applicable
Obligor, as the case may be, pro rata in accordance with their Commitments. Each
Lender agrees to promptly notify the each Borrower and the Administrative Agent
after any such setoff and application, provided that the failure to give such
notice will not affect the validity of such setoff and application. The rights
of the Administrative Agent and the Lenders under this Section are in addition
to other rights and remedies (including without limitation other rights of
setoff) which the Administrative Agent or the Lenders may have. This Section is
subject to the terms and provisions of Section 4.05 and Section 12.18.

                  SECTION 9.03. Preservation of Security for Unmatured
Obligations. In the event that, following (a) the occurrence of an Event of
Default and the exercise of any rights available to the Administrative Agent or
any Lender under the Loan Documents, and (b) payment in full of the principal
amount then outstanding of and the accrued interest on the Loans and fees and
all other amounts payable hereunder and under the Loan Documents shall remain
outstanding and undrawn upon, the Administrative Agent shall be entitled to hold
(and each Borrower and each other Obligor hereby grants and conveys to the
Administrative Agent a security interest in and to) all cash or other proceeds
realized or arising out of the exercise of any rights available under the Loan
Documents, at law or in equity. Such proceeds shall be held for the ratable
benefit of the Lenders. The rights, titles, benefits, privileges, duties and
obligations of the Administrative Agent with respect thereto shall be governed
by the terms and provisions of this Agreement. The Administrative Agent may, but
shall have no obligation to, invest any such proceeds in such manner as the
Administrative Agent, in the exercise of its sole discretion, deems appropriate.
Nothing in this Section shall cause or permit an increase in the maximum amount
of the Obligations permitted to be outstanding from time to time under this
Agreement.

                  SECTION 9.04. Other Remedies. No remedy conferred herein or in
any of the other Loan Documents is to be exclusive of any other remedy, and each
and every remedy contained herein or in any other Loan Document shall be
cumulative and shall be in addition to every other remedy given hereunder and
under the other Loan Documents now or hereafter existing at law or in equity or
by statute or otherwise.

                  SECTION 9.05. Currency Conversion After Maturity. At any time
following the occurrence of an Event of Default and the acceleration of the
maturity of the Obligations owed to the Lenders hereunder, the Lenders shall be
entitled to convert, with two (2) Business Days' prior notice to the applicable
Borrower, any and all or any part of the then unpaid and outstanding Loans
denominated in a currency other than Dollars into Loans denominated in


                                      -4-
<PAGE>

Dollars. Any such conversion shall be calculated so that the principal amount of
the resulting Loans shall be the Dollar Equivalent of the principal amount of
the Loan being converted on the date of conversion. Any accrued and unpaid
interest denominated in such currency other than Dollars at the time of any such
conversion shall be similarly converted to Dollars, and such converted Loans and
accrued and unpaid interest thereon shall thereafter bear interest in accordance
with the terms hereof.

                  SECTION 9.06. Application of Moneys During Continuation of
Event of Default. (a) So long as an Event of Default of which the Administrative
Agent shall have given notice to the Lenders shall continue, all moneys received
by the Administrative Agent (i) from any Obligor under the Loan Documents shall,
except as otherwise required by law, be distributed by the Administrative Agent
on the dates selected by the Administrative Agent as follows:

                first, to payment of the unreimbursed expenses for which the
                Administrative Agent or any Lender is to be reimbursed pursuant
                to Section 13.03 and to any unpaid fees owing to the
                Administrative Agent;

                second, to the ratable payment of accrued but unpaid interest on
                the Obligations;

                third, to the ratable payment of unpaid principal of the
                Obligations;

                fourth, to the ratable payment of all other amounts payable by
                the Obligors hereunder;

                fifth, to the ratable payment of all other Obligations, until
                all Obligations shall have been paid in full; and

                finally, to payment to the Obligors, or their respective
                successors or assigns, or as a court of competent jurisdiction
                may direct, of any surplus then remaining from such proceeds.

                  (b) The term "unpaid" as used in this Section 9.06 shall mean
all Obligations outstanding as of any such distribution date as to which prior
distributions have not been made, after giving effect to any adjustments which
are made pursuant to Section 9.02 of which the Administrative Agent shall have
been notified.



                                      -5-
<PAGE>
                                                                       EXHIBIT E


                                   ARTICLE XI
                                    GUARANTY

                  SECTION 11.01 Guaranty. (a) In consideration of, and in order
to induce the Lenders to make Loans to the Subsidiary Borrowers and the U.S.
Borrower, the Guarantors hereby absolutely, unconditionally and irrevocably
guarantee in favor of all of the Lenders, the punctual payment and performance
when due, whether at stated maturity, by acceleration or otherwise, of the
Borrower Obligations and all covenants of the Borrowers, now or hereafter
existing under this Agreement and the other Loan Documents to which any Borrower
is a party, whether for principal, interest (including interest accruing or
becoming owing both prior to and subsequent to the commencement of any
proceeding against or with respect to such Borrower under any applicable
Bankruptcy Code, fees, commissions, expenses (including reasonable attorneys'
fees and expenses)), indemnities, or otherwise (all such obligations being, as
applicable, the "Guaranteed Obligations"). Each of the Guarantors agrees to pay
any and all expenses incurred by each Lender and the Administrative Agent in
enforcing this Guaranty against any of the Guarantors.

                  (b) This Guaranty is an absolute, unconditional, present and
continuing guaranty of payment and not of collection and is in no way
conditioned upon any attempt to collect from any Obligor or any other action,
occurrence or circumstance whatsoever.

                  SECTION 11.02. Continuing Guaranty. (a) Each Guarantor
guarantees that the Guaranteed Obligations will be paid strictly in accordance
with the terms of this Agreement and the other Loan Documents. Each Guarantor
agrees that, to the maximum extent permitted by applicable law, the Guaranteed
Obligations and Loan Documents to which any Borrower is a party may be extended
or renewed, and indebtedness thereunder repaid and reborrowed in whole or in
part, without notice to or assent by any of the Guarantors, and that each
Guarantor will remain bound upon this Guaranty notwithstanding any extension,
renewal or other alteration of any of the Guaranteed Obligations or such Loan
Documents or any repayment and reborrowing of Loans to any Borrower. The
obligations of each Guarantor under this Guaranty are joint and several and
absolute and unconditional irrespective of the value, genuineness, validity,
regularity or enforceability of the obligations of the other Guarantors under
this Agreement or any other Loan Document or any substitution, release or
exchange of any other guarantee of or security for the Obligations. To the
maximum extent permitted by applicable law, except as otherwise expressly
provided in this Agreement or any other Loan Document to which any Guarantor is
a party, the obligations of each Guarantor under this Guaranty shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms hereof under any circumstances whatsoever, including:

         (i) any modification, amendment, supplement, renewal, extension for any
       period, increase, decrease, alteration or rearrangement of all or any
       part of the Guaranteed Obligations, or of this Agreement or any other
       Loan Document executed in connection herewith, or any contract or
       understanding among the Bermuda Parent, U.S. Holdings, U.S. Borrower, the
       U.K. Borrower, the Dutch Borrower, any other Subsidiary Borrower, any



<PAGE>

       Obligor, the Administrative Agent and/or the Lenders, or any other
       Person, pertaining to the Guaranteed Obligations;

         (ii) any adjustment, indulgence, forbearance or compromise that might
       be granted or given by the Lenders to any Guarantor, any Obligor or any
       other Person liable on the Guaranteed Obligations;

         (iii) the insolvency, bankruptcy, arrangement, adjustment, composition,
       liquidation, disability, dissolution or lack of power of any Guarantor,
       the U.S. Borrower, the U.K. Borrower, the Dutch Borrower, any other
       Subsidiary Borrower, or any other Person at any time liable for the
       payment of all or part of the Guaranteed Obligations; or any dissolution
       of any Guarantor or any Borrower, or any sale, lease or transfer of any
       or all of the assets of any Guarantor or any Borrower, or any changes in
       the shareholders of any Guarantor or any Borrower, or any reorganization
       of any Guarantor or any Borrower;

         (iv) the invalidity, illegality or unenforceability of all or any part
       of the Guaranteed Obligations, or any document or agreement executed in
       connection with the Guaranteed Obligations, for any reason whatsoever,
       including the fact that (A) the Guaranteed Obligations, or any part
       thereof, exceed the amount permitted by law, (B) the act of creating the
       Guaranteed Obligations, or any part thereof is ultra vires, (C) the
       officers or representatives executing the documents or otherwise creating
       the Guaranteed Obligations acted in excess of their authority, (D) the
       Guaranteed Obligations or any part thereof violate applicable usury laws,
       (E) any Guarantor or any Borrower has valid defenses, claims, and offsets
       (whether at law or in equity, by agreement or by statute) which render
       the Guaranteed Obligations wholly or partially uncollectible from any
       Guarantor or any Borrower, (F) the creation, performance, or repayment of
       the Guaranteed Obligations (or execution, delivery and performance of any
       document or instrument representing any part of the Guaranteed
       Obligations or executed in connection with any of the Guaranteed
       Obligations, or given to secure the repayment of the Guaranteed
       Obligations) is illegal, uncollectible, legally impossible or
       unenforceable, or (G) this Agreement, any other Loan Document, or any
       other document or instrument pertaining to any of the Guaranteed
       Obligations has been forged or otherwise is irregular or not genuine or
       authentic;

         (v) any full or partial release of the liability of any Guarantor or
       any Borrower on the Guaranteed Obligations or any part thereof, or any
       other Person now or hereafter liable, whether directly or indirectly,
       jointly, severally, or jointly and severally, to pay, perform, guarantee,
       or assure the payment of the Guaranteed Obligations or any part thereof;
       it being recognized, acknowledged, and agreed by each Guarantor that such
       Guarantor may be required to pay the Guaranteed Obligations in full
       without assistance or support of any other Person, and that such
       Guarantor has not been induced to enter into this Guaranty on the basis
       of a contemplation, belief, understanding or agreement that any other
       Person will be liable to perform the Guaranteed Obligations or that the
       Administrative Agent or any Lender will look to any other Person to
       perform the Guaranteed Obligations;

         (vi) the taking or accepting of any other security, collateral or
       guaranty, or other assurance of payment, for all or any part of the
       Guaranteed Obligations;



                                      -2-
<PAGE>

         (vii) any release, surrender, exchange, subordination, deterioration,
       waste, loss or impairment of any collateral, property or security, at any
       time existing in connection with, or assuring or securing payment of, all
       or any part of the Guaranteed Obligations;

         (viii) the failure of the Administrative Agent, the Lenders or any
       other Person to exercise diligence or reasonable care in the
       preservation, protection, enforcement, sale or other handling or
       treatment of all or any part of such collateral, property or security;

         (ix) the fact that any collateral, security or Lien contemplated or
       intended to be given, created or granted as security for the repayment of
       the Guaranteed Obligations shall not be properly perfected or created, or
       shall prove to be unenforceable or subordinate to any other Lien; it
       being recognized and agreed by each Guarantor that such Guarantor is not
       entering into this Guaranty in reliance on, or in contemplation of the
       benefits of, the validity, enforceability, collectibility or value of any
       of the collateral for the Guaranteed Obligations;

         (x) any payment by any Borrower or any Guarantor to the Administrative
       Agent or any Lender is held to constitute a preference under bankruptcy
       laws, or for any other reason either the Administrative Agent or any
       Lender is required to refund such payment or pay such amount to such
       Borrower, such Guarantor, or any other Person; or

         (xi) any other action taken or omitted to be taken with respect to this
       Agreement, any other Loan Document, the Guaranteed Obligations, or the
       security and collateral therefor, whether or not such action or omission
       prejudices Guarantors or increases the likelihood that the Guarantors
       will be required to pay the Guaranteed Obligations pursuant to the terms
       hereof;

it being the unambiguous and unequivocal intention of each Guarantor that such
Guarantor shall be obligated to pay the Guaranteed Obligations when due,
notwithstanding any occurrence, circumstance, event, action, or omission
whatsoever, whether contemplated or uncontemplated, and whether or not otherwise
or particularly described herein, except for the full and final payment and
satisfaction of the Guaranteed Obligations after the termination of all of the
Commitments.

                  (b) Each Guarantor further agrees that, to the fullest extent
permitted by law, as between any of the Guarantors, on the one hand, and the
Lenders and the Administrative Agent, on the other hand, (i) the maturity of any
of the Guaranteed Obligations may be accelerated as provided in Article IX for
the purposes of this Guaranty, notwithstanding any stay, injunction, or other
prohibition preventing such acceleration of the Guaranteed Obligations, and (ii)
in the event of any acceleration of any Guaranteed Obligations as provided in
Article IX, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Guaranty.

                  SECTION 11.03. Effect of Debtor Relief Laws. If after receipt
of any payment of, or proceeds of any security applied (or intended to be
applied) to the payment of all or any



                                      -3-
<PAGE>

part of the Guaranteed Obligations, the Administrative Agent or any Lender is
for any reason compelled to surrender or voluntarily surrenders, such payment or
proceeds to any Person (a) because such payment or application of proceeds is or
may be avoided, invalidated, declared fraudulent, set aside, determined to be
void or voidable as a preference, fraudulent conveyance, fraudulent transfer,
impermissible set-off or a diversion of trust funds or (b) for any other reason,
including (i) any judgment, decree or order of any court or administrative body
having jurisdiction over the Administrative Agent, any Lender or any of their
respective properties or (ii) any settlement or compromise of any such claim
effected by the Administrative Agent or any Lender with any such claimant
(including any of the Borrowers), then the Guaranteed Obligations or any part
thereof intended to be satisfied shall be reinstated and continue, and this
Guaranty shall continue in full force as if such payment or proceeds have not
been received, notwithstanding any revocation thereof or the cancellation of any
instrument evidencing any of the Guaranteed Obligations or otherwise; and each
Guarantor shall be liable to pay the Administrative Agent and the Lenders, and
hereby do indemnify the Administrative Agent and the Lenders and hold them
harmless for the amount of such payment or proceeds so surrendered and all
reasonable expenses (including reasonable attorneys' fees, court costs and
expenses attributable thereto) incurred by the Administrative Agent or any such
Lender in the defense of any claim made against it that any payment or proceeds
received by the Administrative Agent or any such Lender in respect of all or
part of the Guaranteed Obligations must be surrendered. The provisions of this
paragraph shall survive the termination of this Guaranty and any satisfaction
and discharge of any Borrower by virtue of any payment, court order, or any law.

                  SECTION 11.04. Waiver. Each Guarantor hereby waives
promptness, diligence, notice of acceptance and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and waives presentment,
demand for payment, notice of intent to accelerate, notice of dishonor or
nonpayment and any requirement that the Administrative Agent or any Lender
institute suit, collection proceedings or take any other action to collect any
of the Guaranteed Obligations, including any requirement that the Administrative
Agent or any Lender protect, secure, perfect or insure any Lien against any
property subject thereto or exhaust any right or take any action against any
Borrower or any other Person or any collateral (it being the intention of the
Administrative Agent, the Lenders, and the Guarantors that this Guaranty is to
be a guaranty of payment and not of collection). It shall not be necessary for
the Administrative Agent or any Lender, in order to enforce any payment by any
Guarantor hereunder, to institute suit or exhaust its rights and remedies
against any other Guarantor, the U.S. Borrower, the U.K. Borrower, the Dutch
Borrower, any other Subsidiary Borrower, or any other Person, including others
liable to pay the Guaranteed Obligations, or to enforce its rights against any
security ever given to secure payment thereof. Each Guarantor hereby expressly
waives to the maximum extent permitted by applicable law each and every right to
which it may be entitled by virtue of the suretyship laws of the State of Texas
or any other state in which it may be located, including any and all rights it
may have pursuant to Rule 31, Texas Rules of Civil Procedure, Section 17.001 of
the Texas Civil Practice and Remedies Code and Chapter 34 of the Texas Business
and Commerce Code. Each Guarantor hereby waives marshaling of assets and
liabilities, notice by the Administrative Agent or any Lender of any
indebtedness or liability to which such Lender applies or may apply any amounts
received by such Lender, and of the creation, advancement, increase, existence,
extension, renewal, rearrangement or modification of the Guaranteed Obligations.
Each Guarantor expressly waives, to the extent permitted by applicable law, the



                                      -4-
<PAGE>

benefit of any and all laws providing for exemption of property from execution
or for valuation and appraisal upon foreclosure.

                  SECTION 11.05. Full Force and Effect. This Guaranty is a
continuing guaranty and shall remain in full force and effect until all of the
Guaranteed Obligations under this Agreement and the other Loan Documents to
which any Borrower is a party and all other amounts payable under this Guaranty
have been paid in full (after the termination of the Commitments). All rights,
remedies and powers provided in this Guaranty may be exercised, and all waivers
contained in this Guaranty may be enforced, only to the extent that the exercise
or enforcement thereof does not violate any provisions of applicable law which
may not be waived.



                                      -5-
<PAGE>


                                                                   SCHEDULE 6.01


                              MATERIAL SUBSIDIARIES


                                 [see attached]