<PAGE>   1
                                                                    EXHIBIT 4.12


================================================================================


                                CREDIT AGREEMENT

                          Dated as of November 30, 2000

                                      among


                                ELCOR CORPORATION
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

                             BANK ONE, TEXAS, N.A.,
                             as Documentation Agent,

                           FIRST UNION NATIONAL BANK,
                              as Syndication Agent,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager


================================================================================

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
         Section                                                                                               Page
         -------                                                                                               ----
<S>                                                                                                           <C>

ELCOR CORPORATION ................................................................................................I

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS.......................................................................1
         1.01         Defined Terms...............................................................................1
         1.02         Other Interpretive Provisions..............................................................20
         1.03         Accounting Terms...........................................................................21
         1.04         Rounding...................................................................................21
         1.05         References to Agreements and Laws..........................................................21

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS................................................................21
         2.01         Revolving Loans............................................................................21
         2.02         Borrowings, Conversions and Continuations of Committed Loans...............................22
         2.03         Letters of Credit..........................................................................23
         2.04         Swing Line Loans...........................................................................30
         2.05         Prepayments................................................................................33
         2.06         Reduction or Termination of Commitments....................................................33
         2.07         Repayment of Loans.........................................................................34
         2.08         Interest...................................................................................34
         2.09         Fees.......................................................................................34
         2.10         Computation of Interest and Fees...........................................................35
         2.11         Evidence of Debt...........................................................................35
         2.12         Payments Generally.........................................................................36
         2.13         Sharing of Payments........................................................................38
         2.14         Increase of Commitments....................................................................38

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY..............................................................39
         3.01         Taxes......................................................................................39
         3.02         Illegality.................................................................................40
         3.03         Inability to Determine Rates...............................................................41
         3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.....41
         3.05         Funding Losses.............................................................................42
         3.06         Matters Applicable to all Requests for Compensation........................................42
         3.07         Survival...................................................................................43

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS............................................................43
         4.01         Conditions of Initial Credit Extension.....................................................43
         4.02         Conditions to all Credit Extensions and Conversions and Continuations......................44

ARTICLE V. REPRESENTATIONS AND WARRANTIES........................................................................45
         5.01         Existence, Qualification and Power; Compliance with Laws...................................45
         5.02         Authorization; No Contravention............................................................45
         5.03         Governmental Authorization.................................................................45
         5.04         Binding Effect.............................................................................45
         5.05         Financial Statements; No Material Adverse Effect...........................................45
         5.06         Litigation.................................................................................46
         5.07         No Default.................................................................................46
</TABLE>


                                       i
<PAGE>   3

<TABLE>
<S>                                                                                                              <C>
         5.08         Ownership of Property; Liens...............................................................46
         5.09         Environmental Compliance...................................................................46
         5.10         Insurance..................................................................................46
         5.11         Taxes......................................................................................47
         5.12         ERISA Compliance...........................................................................47
         5.13         Subsidiaries...............................................................................47
         5.14         Margin Regulations; Investment Company Act; Public Utility Holding Company Act.............48
         5.15         Disclosure.................................................................................48
         5.16         Intellectual Property; Licenses, Etc.......................................................48
         5.17         Businesses.................................................................................48
         5.18         Common Enterprise..........................................................................49
         5.19         Solvent....................................................................................49

ARTICLE VI. AFFIRMATIVE COVENANTS................................................................................49
         6.01         Financial Statements.......................................................................49
         6.02         Certificates; Other Information............................................................50
         6.03         Notices....................................................................................50
         6.04         Payment of Obligations.....................................................................51
         6.05         Preservation of Existence, Etc.............................................................51
         6.06         Maintenance of Properties..................................................................51
         6.07         Maintenance of Insurance...................................................................51
         6.08         Compliance with Laws.......................................................................52
         6.09         Books and Records..........................................................................52
         6.10         Inspection Rights..........................................................................52
         6.11         Compliance with ERISA......................................................................52
         6.12         Use of Proceeds............................................................................52
         6.13         Further Assurances.........................................................................52
         6.14         Notice of Formation of Subsidiary..........................................................52
         6.15         Guaranties by New Subsidiaries.............................................................53

ARTICLE VII. NEGATIVE COVENANTS..................................................................................53
         7.01         Liens......................................................................................53
         7.02         Investments................................................................................54
         7.03         Fundamental Changes........................................................................54
         7.04         Dispositions...............................................................................54
         7.05         Restricted Payments........................................................................55
         7.06         ERISA......................................................................................55
         7.07         Change in Nature of Business...............................................................55
         7.08         Transactions with Affiliates...............................................................55
         7.09         Burdensome Agreements......................................................................55
         7.10         Use of Proceeds............................................................................55
         7.11         Foreign Subsidiary Indebtedness............................................................56
         7.12         Financial Covenants........................................................................56

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.....................................................................56
         8.01         Events of Default..........................................................................56
         8.02         Remedies Upon Event of Default.............................................................58

ARTICLE IX. ADMINISTRATIVE AGENT.................................................................................59
         9.01         Appointment and Authorization of Administrative Agent......................................59
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                              <C>
         9.02         Delegation of Duties.......................................................................59
         9.03         Liability of Administrative Agent..........................................................59
         9.04         Reliance by Administrative Agent...........................................................60
         9.07         Notice of Default..........................................................................60
         9.08         Credit Decision; Disclosure of Information by Administrative Agent.........................61
         9.09         INDEMNIFICATION OF ADMINISTRATIVE AGENT....................................................61
         9.10         Administrative Agent in its Individual Capacity............................................62
         9.11         Successor Administrative Agent.............................................................62
         9.12         Other Agents; Lead Managers................................................................63

ARTICLE X. MISCELLANEOUS.........................................................................................63
         10.01        Amendments, Etc............................................................................63
         10.02        Notices and Other Communications; Facsimile Copies.........................................64
         10.03        No Waiver; Cumulative Remedies.............................................................65
         10.04        Attorney Costs, Expenses and Taxes.........................................................65
         10.05        INDEMNIFICATION BY THE BORROWER............................................................66
         10.06        Payments Set Aside.........................................................................67
         10.07        Successors and Assigns.....................................................................67
         10.08        Confidentiality............................................................................70
         10.09        Set-off....................................................................................71
         10.10        Interest Rate Limitation...................................................................71
         10.11        Counterparts...............................................................................71
         10.12        Integration................................................................................72
         10.13        Survival of Representations and Warranties.................................................72
         10.14        Severability...............................................................................72
         10.15        Foreign Lenders............................................................................72
         10.16        Removal and Replacement of Lenders.........................................................73
         10.17        Exceptions to Covenants....................................................................74
         10.18        No Duties of Documentation Agent or Syndication Agent......................................74
         10.19        Effective Date.............................................................................74
         10.20        Governing Law..............................................................................74
         10.21        Waiver of Right to Trial by Jury...........................................................74
         10.22        Entire Agreement...........................................................................75

         SIGNATURES..............................................................................................76
</TABLE>


                                      iii
<PAGE>   5

SCHEDULES

         2.01     Commitments and Pro Rata Shares
         2.03     Existing Letters of Credit
         5.06     Litigation
         5.09     Environmental Matters
         5.13     Subsidiaries and Other Equity Investments
         7.01     Existing Liens
         10.02    Eurodollar and Domestic Lending Offices, Addresses for Notices



EXHIBITS
                  FORM OF

         A        Revolving Loan Notice
         B        Swing Line Loan Notice
         C        Revolving Loan Note
         D        Swing Line Note
         E        Compliance Certificate
         F        Assignment and Acceptance
         G        Guaranty


                                       iv
<PAGE>   6

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of November 30,
2000, among ELCOR CORPORATION, a Delaware Corporation (the "Borrower"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), BANK ONE, TEXAS, N.A., as Documentation Agent, FIRST
UNION NATIONAL BANK, as Syndication Agent, and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.

         The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

         "Adjustment Date" means, for purposes of the Applicable Rate, the date
of receipt by the Administrative Agent of the financial statements required to
be delivered pursuant to Section 6.01, and the Compliance Certificate required
pursuant to Section 6.02(b).

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

         "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners; or (b)
to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

         "Agent/Arranger Fee Letter" has the meaning specified in Section
2.09(b).

         "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.



                                       1
<PAGE>   7

         "Aggregate Commitments" has the meaning set forth in the definition of
"Commitment."

         "Agreement" means this Credit Agreement.

         "Applicable Law" means (a) in respect of any Person, all provisions of
Laws applicable to such Person, and all orders and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a party
and (b) in respect of contracts made or performed in the State of Texas,
"Applicable Law" shall also mean the laws of the United States of America,
including, without limitation the foregoing, 12 USC Sections 85 and 86, as
amended to the date hereof and as the same may be amended at any time and from
time to time hereafter, and any other statute of the United States of America
now or at any time hereafter prescribing the maximum rates of interest on loans
and extensions of credit, and the laws of the State of Texas. The Borrower
agrees that the provisions of Chapter 303 of the Texas Finance Code, as amended,
shall not apply to the Advances hereunder.

         "Applicable Rate" means the following percentages per annum:

<TABLE>
<CAPTION>
           PRICING                                           COMMITMENT          EURODOLLAR RATE
            LEVEL               LEVERAGE RATIO                   FEE            LETTERS OF CREDIT       BASE RATE
           -------              --------------               ----------         -----------------       ---------
<S>                    <C>                                   <C>                <C>                     <C>
             VII       Greater than or equal to 3.00 to         0.500                 2.125               0.625
                          1 for 2 consecutive fiscal
                                   quarters
              VI       Greater than or equal to                 0.375                 2.000               0.500
                           3.00 to 1
              V        Greater than or equal to 2.50 to         0.350                 1.625               0.125
                           1 but less than 3.00 to 1
              IV       Greater than or equal to 2.00 to         0.250                 1.125               0.000
                           1 but less than 2.50 to 1
             III       Greater than or equal to 1.50 to         0.225                 0.875               0.000
                           1 but less than 2.00 to 1
              II       Greater than or equal to 1.00 to         0.200                 0.750               0.000
                           1 but less than 1.50 to 1
              I               Less than 1.00 to 1               0.150                 0.625                0.00
</TABLE>

         The Applicable Rate shall be adjusted on each Adjustment Date as tested
by using the Leverage Ratio set forth on the Compliance Certificate on each
Adjustment Date. If the financial statements required pursuant to Section 6.01
and the related Compliance Certificate required pursuant to Section 6.02(b) are
not received by the Administrative Agent by the date required, the



                                       2
<PAGE>   8

Applicable Rate shall be determined using Pricing Level VII until such time as
such financial statements and Compliance Certificate are received.
Notwithstanding the foregoing, the Applicable Rate in effect from and after the
Closing Date through the date which is six months after the Closing Date, shall
be the higher of (a) the Pricing Level that would otherwise be in effect based
on the quarterly financial statements of the Borrower most recently received
after the Closing Date and (b) Level IV.

         "Approved Fund" has the meaning specified in Section 10.07(h).

         "Arranger" means Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

         "Assignment and Acceptance" means an Assignment and Acceptance
substantially in the form of Exhibit F.

         "Attorney Costs" means and includes all reasonable fees and
disbursements of any law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended June 30,
2000 and the related consolidated statements of income and cash flows for such
fiscal year of the Borrower.

         "Bank of America" means Bank of America, N.A.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

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

         "Borrower" has the meaning set forth in the introductory paragraph
hereto.



                                       3
<PAGE>   9

         "Borrowing" means a Revolving Borrowing or a Swing Line Borrowing, as
the context may require.

         "Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
applicable offshore Dollar interbank market.

         "Capital Stock" means, as to any Person, the equity interests in such
Person, including, without limitation, the shares of each class of capital stock
in any Person that is a corporation, each class of partnership interest in any
Person that is a partnership, and each class of membership interest in any
Person that is a limited liability company.

         "Capitalization Ratio" means, as of the date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated
Capitalization as of such date.

         "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term shall have corresponding meaning. The Borrower hereby
grants the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, a Lien on all such cash and deposit account balances. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America.

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such Person or its subsidiaries,
         or any Person acting in its capacity as trustee, agent or other
         fiduciary or administrator of any such plan), becomes the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
         Exchange Act of 1934, except that a person shall be deemed to have
         "beneficial ownership" of all securities that such person has the right
         to acquire, whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of 30% or more of the
         equity interests of such Person; or

                  (b) during any period of 12 consecutive months, a majority of
         the members of the board of directors or other equivalent governing
         body of such Person cease to be composed of individuals (i) who were
         members of that board or equivalent governing body on the first day of
         such period, (ii) whose election or nomination to that board or
         equivalent governing body was approved by individuals referred to in
         clause (i) above constituting at the time of such election or
         nomination at least a majority of that board or



                                       4
<PAGE>   10

         equivalent governing body or (iii) whose election or nomination to that
         board or other equivalent governing body was approved by individuals
         referred to in clauses (i) and (ii) above constituting at the time of
         such election or nomination at least a majority of that board or
         equivalent governing body.

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986.

         "Commitment" means, as to each Lender, its obligation to (a) make Loans
to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C
Obligations, and (c) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender's name on Schedule 2.01, as such amount may be
reduced, increased or adjusted from time to time in accordance with this
Agreement (collectively, the "Aggregate Commitments").

         "Commitment Fee" has the meaning specified in Section 2.09(a).

         "Compensation Period" has the meaning specified in Section 2.12(d)(ii).

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit E.

         "Consolidated Adjusted Net Income" means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, the net income of the
Borrower and its Subsidiaries from continuing operations (excluding any items of
extraordinary gain, including net gains on the sale of assets other than asset
sales in the ordinary course of business, and excluding any items of
extraordinary loss, including net losses on sales of assets other than asset
sales in the ordinary course of business) for that period.

         "Consolidated Capitalization" means, as of any date of determination,
for the Borrower and its Subsidiaries on a consolidated basis, an amount equal
to the sum of (a) Consolidated Funded Indebtedness, and (b) Consolidated Net
Worth.

         "Consolidated EBIT" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
Consolidated Adjusted Net Income, (b) Consolidated Interest Expense, and (c) the
amount of taxes, based on or measured by income, used or included in the
determination of such Consolidated Net Income.

         "Consolidated EBITDA" means, as to any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, an amount equal to the
sum of (a) Consolidated EBIT and (b) the amount of depreciation and amortization
expense deducted in determining Consolidated Net Income.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
the sum of (a) the outstanding principal



                                       5
<PAGE>   11

amount of all obligations and liabilities, whether current or long-term, for
borrowed money (including Obligations hereunder) or for the deferred purchase
price of property or services (excluding accounts payable in the ordinary course
of business), plus (b) that portion of obligations with respect to capital
leases that are capitalized in the consolidated balance sheet of the Borrower
and its Subsidiaries, plus (c) without duplication, all Guaranty Obligations
with respect to Indebtedness of the type specified in subsections (a) and (b)
above of Persons other than the Borrower or any Subsidiary, minus (d) cash in
excess of $2,000,000.

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries for that period.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, the sum of (a) net interest
expense calculated in accordance with GAAP, and (b) interest which has been
capitalized in accordance with GAAP.

         "Consolidated Interest Expense" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, net interest expense calculated in
accordance with GAAP.

          "Consolidated Net Worth" means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, Shareholders' Equity
of the Borrower and its Subsidiaries on that date.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Credit Extension" means each of the following: (a) a Revolving
Borrowing, (b) a Swing Line Borrowing, and (c) an L/C Credit Extension.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

         "Default" means any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

         "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by Applicable Law.

         "Disposition" or "Dispose" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale,



                                       6
<PAGE>   12

assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.

         "Documentation Agent" means Bank One, Texas, N.A., in its capacity as
documentation agent under any of the Loan Documents.

         "Dollar" and "$" means lawful money of the United States of America.

         "Domestic Subsidiary" means any Subsidiary of the Borrower other than a
Foreign Subsidiary.

         "Eligible Assignee" has the meaning specified in Section 10.07(h).

         "Environmental Laws" means all Laws relating to environmental, health,
safety and land use matters applicable to any property.

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
any regulations issued pursuant thereto.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Pension Plan amendment as a termination under Sections 4041 or
4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA with respect to a Pension Plan, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

                  (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately



                                       7
<PAGE>   13

         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

                  (b) if the rate referenced in the preceding subsection (a)
         does not appear on such page or service or such page or service shall
         cease to be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c) if the rates referenced in the preceding subsections (a)
         and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest (rounded upward to the
         next 1/100th of 1%) at which deposits in Dollars for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurodollar Rate Loan being made, continued or converted
         by Bank of America and with a term equivalent to such Interest Period
         would be offered by Bank of America's London Branch to major banks in
         the offshore Dollar market at their request at approximately 11:00 a.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

         "Eurodollar Rate Loan" means a Revolving Loan that bears interest at a
rate based on the Eurodollar Rate.

         "Event of Default" means any of the events or circumstances specified
in Article VIII.

         "Evergreen Letter of Credit" has the meaning specified in Section
2.03(b)(iii).

         "Existing Credit Facility" means that certain Loan Agreement dated as
of September 23, 1993 among the Borrower, Bank of America, N.A., as
administrative lender, and certain lenders, as heretofore amended.

         "Existing Letters of Credit" means the letters of credit set forth on
Schedule 2.03.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.

         "Fee Letters" means, collectively, the Agent/Arranger Fee Letter and
the Lender Fee Letter.



                                       8
<PAGE>   14

         "Foreign Lender" has the meaning specified in Section 10.15.

         "Foreign Subsidiary" means any Subsidiary of the Borrower which is not
organized under the Laws of any state of the United States of America or the
District of Columbia.

         "Fund" has the meaning specified in Section 10.07(h).

         "GAAP" means generally accepted accounting principles as in effect in
the United States as set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession, that are applicable to the circumstances
as of the date of determination, consistently applied. If at any time any change
in GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrower or the Required Lenders
shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval
of the Required Lenders); provided that, until so amended, (a) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (b) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

         "Guarantors" means, collectively, each direct or indirect Domestic
Subsidiary.

         "Guaranty" means the Guaranty made by one or more of the Guarantors,
substantially in the form of Exhibit G.

         "Guaranty Obligation" means, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other



                                       9
<PAGE>   15

obligation, or (iv) entered into for the purpose of assuring in any other manner
the obligees in respect of such Indebtedness or other obligation of the payment
or performance thereof or to protect such obligees against loss in respect
thereof (in whole or in part), or (b) any Lien on any assets of such Person
securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person; provided,
however, that the term "Guaranty Obligation" shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guaranty Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guaranty Obligation is made or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guarantying Person in good faith.

         "Highest Lawful Rate" at the particular time in question the maximum
rate of interest which, under Applicable Law, any Lender is then permitted to
charge on the Obligations. If the maximum rate of interest which, under
Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date hereof, the Highest Lawful Rate shall be automatically
increased or decreased, as the case may be, from time to time as of the
effective time of each change in the Highest Lawful Rate without notice to the
Borrower. For purposes of determining the Highest Lawful Rate under Applicable
Law, the indicated rate ceiling shall be the lesser of (a)(i) the "weekly
ceiling", as that expression is defined in Section 303.003 of the Texas Finance
Code, as amended, or (ii) if available in accordance with the terms thereof and
at the Administrative Agent's option after notice to the Borrower and otherwise
in accordance with the terms of Section 303.103 of the Texas Finance Code, as
amended, the "annualized ceiling" and (b)(i) if the amount outstanding under
this Agreement is less than $250,000, twenty-four percent (24%), or (ii) if the
amount under this Agreement is equal to or greater than $250,000, twenty-eight
percent (28%) per annum.

         "Honor Date" has the meaning specified in Section 2.03(c)(i).

         "ICC" has the meaning specified in Section 2.03(h).

         "Increase Effective Date" has the meaning specified in Section 2.14(b).

         "Indebtedness" means, as to any Person at a particular time, all of the
following:

                  (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes, loan
         agreements or other similar instruments;

                  (b) any direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         banker's acceptances, bank guaranties, surety bonds and similar
         instruments;

                  (c) net obligations under any Swap Contract in an amount equal
         to (i) if such Swap Contract has been closed out, the termination value
         thereof, or (ii) if such Swap Contract has not been closed out, the
         mark-to-market value thereof determined on the



                                       10
<PAGE>   16

         basis of readily available quotations provided by any recognized dealer
         in such Swap Contract;

                  (d) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services, and indebtedness (excluding prepaid
         interest thereon) secured by a Lien on property owned or being
         purchased by such Person (including indebtedness arising under
         conditional sales or other title retention agreements), whether or not
         such indebtedness shall have been assumed by such Person or is limited
         in recourse;

                  (e) capital leases and Synthetic Lease Obligations;

                  (f) any Redeemable Stock of such Person; and

                  (f) all Guaranty Obligations of such Person in respect of any
         of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person except for customary exceptions acceptable to the
Required Lenders. The amount of any capital lease or Synthetic Lease Obligation
as of any date shall be deemed to be the amount of Attributable Indebtedness in
respect thereof as of such date.

         "Indemnified Liabilities" has the meaning set forth in Section 10.05.

         "Indemnitees" has the meaning set forth in Section 10.05.

         "Information" has the meaning set forth in Section 10.08.

         "Interest Coverage Ratio" means, as of any date of determination, the
ratio of (a) Consolidated EBIT for the period of four consecutive fiscal
quarters ending on such date to (b) Consolidated Interest Charges for the period
of four consecutive fiscal quarters ending on such date.

         "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan;
provided, however, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan (including a Swing Line Loan), the first Business
Day of each January, April, June and October and the Maturity Date.

         "Interest Period" means as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Revolving Loan Notice,
as the case may be; provided that:



                                       11
<PAGE>   17

                  (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless, in the case of a Eurodollar Rate Loan, such Business Day
         falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Business Day;

                  (ii) any Interest Period pertaining to a Eurodollar Rate Loan
         that begins on the last Business Day of a calendar month (or on a day
         for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period) shall end on the last
         Business Day of the calendar month at the end of such Interest Period;
         and

                  (iii) no Interest Period shall extend beyond the scheduled
         Maturity Date.

         "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution (including a contribution of property) to, guaranty of debt
of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture
interest in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         "IRS" means the United States Internal Revenue Service.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.



                                       12
<PAGE>   18

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

         "Lender Fee Letter" has the meaning set forth in Section 2.09(c).

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder and
shall include the Existing Letters of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Maturity Date (or, if such day is not a Business Day, the next
preceding Business Day).

         "Letter of Credit Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and $10,000,000. The Letter of Credit Sublimit is part of,
and not in addition to, the Aggregate Commitments.

         "Leverage Ratio" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for
the period of the four consecutive fiscal quarters ending on such date. For
purposes of calculating the Leverage Ratio, Consolidated EBITDA shall include
(exclude) the trailing four fiscal quarters of EBITDA attributable to any assets
acquired (disposed of) during such period, as determined by a method reasonably
satisfactory to the Required Lenders.

         "Lien" means any mortgage, pledge, hypothecation, assignment as
security for Indebtedness, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable Laws of any jurisdiction), including
the interest of a purchaser of accounts receivable.

         "Litigation" means any proceeding, claim, lawsuit, arbitration, and/or
investigation by or before any Government Authority, including, without
limitation, proceedings, claims, lawsuits, and/or investigations under or
pursuant to any environmental, occupational, safety and health,



                                       13
<PAGE>   19

antitrust, unfair competition, securities, tax or other Law, or under or
pursuant to any contract, agreement or other instrument.

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, the Notes, each Fee Letter, any
Swap Contract entered into with any Lender or any Affiliate of any Lender, each
Guaranty, each Request for Credit Extension, each Compliance Certificate, and
any other agreement executed, delivered or performable by any Loan Party in
connection herewith or as security for the Obligations.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Material Adverse Effect" means any act or circumstance or event which
(a) causes an Event of Default or Default, (b) otherwise is material and adverse
to the consolidated financial condition or business operations of the Borrower
and its Subsidiaries and which could reasonably be expected to result in a
Default or an Event of Default, (c) in any manner whatsoever adversely affects
the validity or enforceability of any of the Loan Documents or (d) impairs the
ability of the Borrower or any of its Subsidiaries to perform its obligations
under any of the Loan Documents to which it is a party.

         "Material Loan Documents" means this Agreement, the Notes, each Fee
Letter, any Swap Contract entered into with any Lender or any Affiliate of any
Lender and each Guaranty.

         "Maturity Date" means (a) November 30, 2005, or (b) such earlier date
upon which the Commitments may be terminated in accordance with the terms
hereof.

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

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.

         "Nonrenewal Notice Date" has the meaning specified in Section
2.03(b)(iii).

         "Notes" means, collectively, the Revolving Loan Notes and the Swing
Line Note.

         "Obligations" means all advance to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising.
Without limiting the generality of the foregoing, "Obligations" includes all
amounts which would be owed by any Loan Party or any other Person (other than
Administrative Agent or Lenders) to Administrative Agent, Lenders or any
Affiliate of a Lender under any Loan Document, but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Loan Party or any other
Person (including all such amounts which would become due or would be secured
but for the filing of



                                       14
<PAGE>   20

any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding of any other Loan Party or any other Person
under any Debtor Relief Law).

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws; (b) with respect to
any limited liability company, the articles of formation and operating
agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or other
applicable agreement of formation and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation with the
secretary of state or other department in the state of its formation, in each
case as amended from time to time.

         "Other Taxes" has the meaning set forth in Section 3.01(b).

         "Outstanding Amount" means (i) with respect to Revolving Loans, and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Participant" has the meaning specified in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

         "Permitted Investments" means all Investments by the Borrower and its
Subsidiaries, in the following:

                  (a) Current assets arising from the sale of goods and services
         in the ordinary course of business of the Borrower and its
         Subsidiaries;

                  (b) Investments in direct obligations of the United States of
         America or any agency thereof or obligations guaranteed by the United
         States of America provided that such obligations mature within one year
         from the date of acquisition thereof;

                  (c) Installment sales or leases of machinery or equipment,
         whether or not held for sale in the ordinary course of business;
         provided that in the case of an installment sale, a purchase money
         security interest is retained and perfected, or in the case of a lease,
         a



                                       15
<PAGE>   21

         security interest is retained and perfected, if the total purchase
         price or rentals in any such sale or lease, as the case may be, exceeds
         $250,000;

                  (d) Loans to employees or employee benefit plans or trusts of
         the Borrower or any of its Subsidiaries not to exceed in the aggregate,
         at the time of and after giving effect to such Investment, ten percent
         of Shareholders' Equity;

                  (e) Property to be used in the ordinary course of any business
         in which the Borrower or any of its Subsidiaries may hereafter engage,
         or in the ordinary course of any business hereafter acquired by the
         Borrower or any of its Subsidiaries;

                  (f) Investments in commercial paper and other securities and
         certificates of deposit each maturing no later than one year from the
         date of creation or acquisition and rated at least A1 or P-1 by Moody's
         or S&P with respect to commercial paper and at least the generic letter
         rating equivalent (investment grade) with respect to other securities
         and certificates of deposit by Moody's and S&P;

                  (g) Investments in treasury stock, subject to Section 7.05;

                  (h) Investments in any Guarantor;

                  (i) Investments in Foreign Subsidiaries not to exceed in
         aggregate amount at any time the greater of (i) $30,000,000 or (ii) 20%
         of Consolidated Net Worth;

                  (j) Investments in respect of Swap Contracts which are entered
         into in the ordinary course of business for the purpose of limiting
         risks that arise in the ordinary course of business and which are not
         for speculative purposes; and

                  (k) Investments either (i) in excess of what would otherwise
         be the maximum amount for such type of investment under the provision
         of this definition of Permitted Investments (but excluding additional
         Investments in Foreign Subsidiaries); or (ii) in any Person or Property
         not otherwise permitted by this definition of Permitted Investments,
         but which, in the aggregate do not exceed, at the time of and after
         giving effect to any such investments, $10,000,000.

         "Person" means any individual, trustee, corporation, general
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm,
joint venture or Governmental Authority.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments set forth
opposite the name of such Lender on Schedule 2.01, as such share may be adjusted
as contemplated herein.



                                       16
<PAGE>   22

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

         "Redeemable Stock" means any capital stock or other equity interest of
the Borrower or any of its Subsidiaries which prior to December 31, 2005 is (a)
unilaterally redeemable (by seeking final or similar payments or otherwise) upon
the occurrence of certain events or otherwise (b) redeemable at the option of
the holder thereof or (c) convertible into Indebtedness.

         "Register" has the meaning set forth in Section 10.07(c).

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Revolving Loans, a Revolving Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, as of any date of determination, Lenders
whose Voting Percentages aggregate more than 66-2/3%.

         "Responsible Officer" means the president, chief financial or
accounting officer, treasurer or corporate secretary of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

         "Restricted Payment" means (a) any dividend or other distribution or
payment (whether in cash, securities or other property) with respect to any
Capital Stock of the Borrower or any Subsidiary, but excluding any dividend
payable solely in shares of common stock of the Borrower or any Subsidiary or
any dividend, distribution or payment from any Subsidiary to the Borrower or to
a Guarantor and (b) any Treasury Stock Purchases.

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and having the same Interest Period made by
each of the Lenders pursuant to Section 2.01.

         "Revolving Loan" has the meaning specified in Section 2.01.

         "Revolving Loan Note" means a promissory note made by the Borrower in
favor of a Lender evidencing Revolving Loans made by such Lender, substantially
in the form of Exhibit C.

         "Revolving Loan Notice" means a notice of (a) a Borrowing, (b) a
conversion of Loans from one Type to the other, or (c) a continuation of Loans
as the same Type, pursuant to Section 2.02(a), which, if in writing, shall be
substantially in the form of Exhibit A.



                                       17
<PAGE>   23

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

         "Shareholders' Equity" means, as of any date of determination for the
Borrower and its Subsidiaries on a consolidated basis, shareholders' equity as
of that date determined in accordance with GAAP.

         "Solvent" mean, with respect to any Person, that the fair value of the
assets of such Person (both at fair valuation and at present fair saleable value
on a going concern basis) is, on the date of determination, greater than the
total amount of liabilities (including contingent and unliquidated liabilities)
of such Person as of such date and that, as of such date, such Person is able to
pay all liabilities of such Person as such liabilities mature and such Person
does not have unreasonably small capital with which to carry on its business. In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability discounted to present value
at rates believe to be reasonable by such Person.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, any cancellations, buy
backs, reversals, terminations or assignments of any of the foregoing, or any
other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a "Master
Agreement"), including any such obligations or liabilities under any Master
Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and



                                       18
<PAGE>   24

termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) the
amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as
determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may
include any Lender).

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

         "Swing Line Note" means a promissory note made by the Borrower in favor
of the Swing Line Lender evidencing Swing Line Loans made by such Lender,
substantially in the form of Exhibit D.

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be substantially in the
form of Exhibit B.

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Syndication Agent" means First Union National Bank, in its capacity as
syndication agent under any of the Loan Documents.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Tax Abatement Disposition" means the disposition by the Borrower or
any of its Subsidiaries to a Governmental Authority of any property in exchange
for tax abatements to be granted to the Borrower or such Subsidiary on such
property; provided that (a) the Borrower or such Subsidiary leases such property
from such Governmental Authority and (b) at the conclusion of the tax abatement
the Borrower or such Subsidiary shall obtain title to such property for nominal
or no consideration.

         "Taxes" has the meaning set forth in Section 3.01(a).

         "Treasury Stock Purchase" means any purchase, redemption, retirement,
cancellation, defeasance or other acquisition (including any sinking fund or
similar deposit for such purpose)



                                       19
<PAGE>   25

by the Borrower or any Subsidiary of its Capital Stock or any warrants, rights
or options to acquire such Capital Stock.

         "Type" means with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "Unreimbursed Amount" has the meaning set forth in Section 2.03(c)(i).

         "Voting Percentage" means, as to any Lender, (a) at any time when the
Commitments are in effect, such Lender's Pro Rata Share and (b) at any time
after the termination of the Commitments, the percentage (carried out to the
ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such
Lender's Revolving Loans, plus (B) such Lender's Pro Rata Share of the
Outstanding Amount of L/C Obligations, plus (C) such Lender's Pro Rata Share of
the Outstanding Amount of Swing Line Loans, then constitutes of (ii) the
Outstanding Amount of all Loans and L/C Obligations; provided, however, that if
any Lender has failed to fund any portion of the Revolving Loans, participations
in L/C Obligations or participations in Swing Line Loans required to be funded
by it hereunder, such Lender's Voting Percentage shall be deemed to be zero, and
the respective Pro Rata Shares and Voting Percentages of the other Lenders shall
be recomputed for purposes of this definition and the definition of "Required
Lenders" without regard to such Lender's Commitment or the outstanding amount of
its Revolving Loans, L/C Advances and funded participations in Swing Line Loans,
as the case may be.

         1.02 OTHER INTERPRETIVE PROVISIONS.

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b)

                  (i) The words "herein" and "hereunder" and words of similar
         import when used in any Loan Document shall refer to such Loan Document
         as a whole and not to any particular provision thereof.

                  (ii) Unless otherwise specified herein, Article, Section,
         Exhibit and Schedule references are to this Agreement.

                  (iii) The term "including" is by way of example and not
         limitation.

                  (iv) The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced.



                                       20
<PAGE>   26

         (c) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

         (d) Section headings herein and the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

         1.03 ACCOUNTING TERMS. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

         1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower from time to time on any Business Day during the period
from the Closing Date to the Maturity Date, in an aggregate amount not to exceed
at any time outstanding the amount of such Lender's Commitment; provided,
however, that after giving effect to any Revolving Borrowing, (i) the aggregate
Outstanding Amount of all Loans and L/C Obligations shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Commitment. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.



                                       21
<PAGE>   27

         2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

         (a) Each Revolving Borrowing, each conversion of Revolving Loans from
one Type to the other, and each continuation of Revolving Loans as the same Type
shall be made upon the Borrower's irrevocable notice to the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 10:00 a.m., Dallas, Texas time (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of
Base Rate Loans. Each such telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a written Revolving Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Each Revolving Borrowing of, conversion to or continuation of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Each Revolving Borrowing of or conversion to Base
Rate Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof. Each Revolving Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Revolving
Borrowing, a conversion of Revolving Loans from one Type to the other, or a
continuation of Revolving Loans as the same Type, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Revolving Loans to be borrowed,
converted or continued, (iv) the Type of Revolving Loans to be borrowed or to
which existing Revolving Loans are to be converted, and (v) if applicable, the
duration of the Interest Period with respect thereto. If the Borrower fails to
specify a Type of Revolving Loan in a Revolving Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the
applicable Revolving Loans shall be made or continued as, or converted to, Base
Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective
as of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Revolving
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

         (b) Following receipt of a Revolving Loan Notice, the Administrative
Agent shall promptly notify each Lender of its Pro Rata Share of the applicable
Revolving Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Revolving Borrowing, each Lender shall
make the amount of its Revolving Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent's Office not later than
12:00 noon, Dallas, Texas time, on the Business Day specified in the applicable
Revolving Loan Notice. Upon satisfaction of the applicable conditions set forth
in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section
4.01), the Administrative Agent shall make all funds so received available to
the Borrower in like funds as received by the Administrative Agent either by (i)
crediting the account of the Borrower on the books of Bank of America with the
amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to the Administrative Agent by the
Borrower; provided, however, that if, on the date of the Revolving Borrowing
there are Swing Line Loans and/or L/C Borrowings outstanding, then the proceeds
of



                                       22
<PAGE>   28

such Borrowing shall be applied, first, to the payment in full of any such L/C
Borrowings, second, to the payment in full of any such Swing Line Loans, and
third, to the Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Revolving Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Lenders, and the Required Lenders
may demand that any or all of the then outstanding Eurodollar Rate Loans be
converted immediately to Base Rate Loans.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Revolving Loan
upon determination of such interest rate. The determination of the Eurodollar
Rate by the Administrative Agent shall be conclusive in the absence of manifest
error. The Administrative Agent shall notify the Borrower and the Lenders of any
change in Bank of America's prime rate used in determining the Base Rate
promptly following the public announcement of such change.

         (e) After giving effect to all Revolving Borrowings, all conversions of
Revolving Loans from one Type to the other, and all continuations of Revolving
Loans as the same Type, there shall not be more than five Interest Periods in
effect with respect to Revolving Loans.

         2.03 LETTERS OF CREDIT.

         (a) The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein, (A)
         the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.03, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit for the account
         of the Borrower or certain Subsidiaries, and to amend or renew Letters
         of Credit previously issued by it, in accordance with subsection (b)
         below, and (2) to honor drafts under the Letters of Credit; and (B) the
         Lenders severally agree to participate in Letters of Credit issued for
         the account of the Borrower; provided that the L/C Issuer shall not be
         obligated to make any L/C Credit Extension with respect to any Letter
         of Credit, and no Lender shall be obligated to participate in, any
         Letter of Credit if as of the date of such L/C Credit Extension, (x)
         the Outstanding Amount of all L/C Obligations and all Loans would
         exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount
         of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share
         of the Outstanding Amount of all L/C Obligations, plus such Lender's
         Pro Rata Share of the Outstanding Amount of all Swing Line Loans would
         exceed such Lender's Commitment, or (z) the Outstanding Amount of the
         L/C Obligations would exceed the Letter of Credit Sublimit. Within the
         foregoing limits, and subject to the terms and conditions hereof, the
         Borrower's ability to obtain Letters of Credit shall be fully
         revolving, and accordingly the Borrower may, during the foregoing
         period, obtain Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed. All Existing



                                       23
<PAGE>   29

         Letters of Credit shall be deemed to have been issued pursuant hereto,
         and from and after the Closing Date shall be subject to and governed by
         the terms and conditions hereof.

                  (ii) The L/C Issuer shall be under no obligation to issue any
         Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Letter of Credit,
                  or any Law applicable to the L/C Issuer or any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority with jurisdiction over the L/C Issuer
                  shall prohibit, or request that the L/C Issuer refrain from,
                  the issuance of letters of credit generally or such Letter of
                  Credit in particular or shall impose upon the L/C Issuer with
                  respect to such Letter of Credit any restriction, reserve or
                  capital requirement (for which the L/C Issuer is not otherwise
                  compensated hereunder) not in effect on the Closing Date, or
                  shall impose upon the L/C Issuer any unreimbursed loss, cost
                  or expense which was not applicable on the Closing Date and
                  which the L/C Issuer in good faith deems material to it;

                           (B) subject to Section 2.03(b)(iii), the expiry date
                  of such requested Letter of Credit would occur more than
                  fifteen months after the date of issuance or last renewal,
                  unless the Required Lenders have approved such expiry date;

                           (C) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

                           (D) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer; or

                           (E) such Letter of Credit is in a face amount less
                  than $100,000, in the case of a commercial Letter of Credit,
                  or $500,000, in the case of any other type of Letter of
                  Credit, or is to be denominated in a currency other than
                  Dollars.

                  (iii) The L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) the L/C Issuer would have no obligation at such
         time to issue such Letter of Credit in its amended form under the terms
         hereof, or (B) the beneficiary of such Letter of Credit does not accept
         the proposed amendment to such Letter of Credit.

         (b) Procedures for Issuance and Amendment of Letters of Credit;
Evergreen Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such L/C Application must be
         received by the L/C Issuer and the Administrative Agent not later than
         10:00 a.m., Dallas, Texas time, at least two Business Days (or such
         later date and time as the L/C Issuer may agree in a



                                       24
<PAGE>   30

         particular instance in its sole discretion) prior to the proposed
         issuance date or date of amendment, as the case may be. In the case of
         a request for an initial issuance of a Letter of Credit, such Letter of
         Credit Application shall specify in form and detail satisfactory to the
         L/C Issuer: (A) the proposed issuance date of the requested Letter of
         Credit (which shall be a Business Day); (B) the amount thereof; (C) the
         expiry date thereof; (D) the name and address of the beneficiary
         thereof; (E) the documents to be presented by such beneficiary in case
         of any drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the L/C Issuer may require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to the L/C Issuer (A) the Letter of Credit to be amended;
         (B) the proposed date of amendment thereof (which shall be a Business
         Day); (C) the nature of the proposed amendment; and (D) such other
         matters as the L/C Issuer may require.

                  (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Upon receipt by the L/C Issuer of confirmation from the
         Administrative Agent that the requested issuance or amendment is
         permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, the L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or one
         of its Subsidiaries or enter into the applicable amendment, as the case
         may be, in each case in accordance with the L/C Issuer's usual and
         customary business practices. Immediately upon the issuance of each
         Letter of Credit, each Lender shall be deemed to, and hereby
         irrevocably and unconditionally agrees to, purchase from the L/C Issuer
         a participation in such Letter of Credit in an amount equal to the
         product of such Lender's Pro Rata Share times the amount of such Letter
         of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the L/C Issuer may, in it sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "Evergreen Letter of Credit"); provided
         that any such Evergreen Letter of Credit must permit the L/C Issuer to
         prevent any such renewal at least once in each twelve-month period
         (commencing with the date of issuance of such Letter of Credit) by
         giving prior notice to the beneficiary thereof not later than a day
         (the "Nonrenewal Notice Date") in each such twelve-month period to be
         agreed upon at the time such Letter of Credit is issued. Unless
         otherwise directed by the L/C Issuer, the Borrower shall not be
         required to make a specific request to the L/C Issuer for any such
         renewal. Once an Evergreen Letter of Credit has been issued, the
         Lenders shall be deemed to have authorized (but may not require) the
         L/C Issuer to permit the renewal of such Letter of Credit at any time
         to a date not later than the Letter of Credit Expiration Date;
         provided, however, that the L/C Issuer shall not permit any such
         renewal if (A) the L/C Issuer would have no obligation at such time to
         issue such Letter of Credit in its renewed form under the terms hereof,
         or (B) it has received notice (which may be by telephone or in writing)
         on or before the Business Day immediately preceding the Nonrenewal
         Notice Date (1) from the Administrative Agent that the Required Lenders



                                       25
<PAGE>   31

         have elected not to permit such renewal or (2) from the Administrative
         Agent, any Lender or the Borrower that one or more of the applicable
         conditions specified in Section 4.02 is not then satisfied.
         Notwithstanding anything to the contrary contained herein, the L/C
         Issuer shall have no obligation to permit the renewal of any Evergreen
         Letter of Credit at any time.

                  (iv) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon any drawing under any Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof.
         Promptly after any payment by the L/C Issuer under a Letter of Credit
         (each such date, an "Honor Date"), the Borrower shall reimburse the L/C
         Issuer through the Administrative Agent in an amount equal to the
         amount of such drawing. If the Borrower fails to so reimburse the L/C
         Issuer by 10:00 a.m., Dallas, Texas time, on the Honor Date, the
         Administrative Agent shall promptly notify each Lender of the Honor
         Date, the amount of the unreimbursed drawing (the "Unreimbursed
         Amount"), and such Lender's Pro Rata Share thereof. In such event, the
         Borrower shall be deemed to have requested a Revolving Borrowing of
         Base Rate Loans to be disbursed on the Honor Date in an amount equal to
         the Unreimbursed Amount, without regard to the minimum and multiples
         specified in Section 2.02 for the principal amount of Base Rate Loans,
         but subject to the amount of the unutilized portion of the Aggregate
         Commitments and the conditions set forth in Section 4.02 (other than
         the delivery of a Revolving Loan Notice). Any notice given by the L/C
         Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
         may be given by telephone if immediately confirmed in writing; provided
         that the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (ii) Each Lender (including the Lender acting as L/C Issuer)
         shall upon any notice pursuant to Section 2.03(c)(i) make funds
         available to the Administrative Agent for the account of the L/C Issuer
         at the Administrative Agent's Office in an amount equal to its Pro Rata
         Share of the Unreimbursed Amount not later than 12:00 noon, Dallas,
         Texas time, on the Business Day specified in such notice by the
         Administrative Agent, whereupon, subject to the provisions of Section
         2.03(c)(iii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the L/C
         Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
         fully refinanced by a Revolving Borrowing of Base Rate Loans because
         the conditions set forth in Section 4.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so refinanced, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Lender's



                                       26
<PAGE>   32

         payment to the Administrative Agent for the account of the L/C Issuer
         pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of
         its participation in such L/C Borrowing and shall constitute an L/C
         Advance from such Lender in satisfaction of its participation
         obligation under this Section 2.03.

                  (iv) Until each Lender funds its Revolving Loan or L/C Advance
         pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
         amount drawn under any Letter of Credit, interest in respect of such
         Lender's Pro Rata Share of such amount shall be solely for the account
         of the L/C Issuer.

                  (v) Each Lender's obligation to make Revolving Loans or L/C
         Advances to reimburse the L/C Issuer for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.03(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default or Event of Default, or (C) any other occurrence, event or
         condition, whether or not similar to any of the foregoing. Any such
         reimbursement shall not relieve or otherwise impair the obligation of
         the Borrower to reimburse the L/C Issuer for the amount of any payment
         made by the L/C Issuer under any Letter of Credit, together with
         interest as provided herein.

                  (vi) If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect. A certificate of the L/C Issuer submitted to any Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this clause (vi) shall be conclusive absent manifest error.

         (d) Repayment of Participations.

                  (i) At any time after the L/C Issuer has made a payment under
         any Letter of Credit and has received from any Lender such Lender's L/C
         Advance in respect of such payment in accordance with Section 2.03(c),
         if the Administrative Agent receives for the account of the L/C Issuer
         any payment related to such Letter of Credit (whether directly from the
         Borrower or otherwise, including proceeds of Cash Collateral applied
         thereto by the Administrative Agent), or any payment of interest
         thereon, the Administrative Agent will distribute to such Lender its
         Pro Rata Share thereof in the same funds as those received by the
         Administrative Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned, each Lender shall pay



                                       27
<PAGE>   33

         to the Administrative Agent for the account of the L/C Issuer its Pro
         Rata Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned by such Lender, at a rate per annum equal to the Federal Funds
         Rate from time to time in effect.

         (e) Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit, and to repay each
L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Revolving Loans, shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement under
all circumstances, including the following:

                  (i) any lack of validity or enforceability of such Letter of
         Credit, this Agreement, or any other agreement or instrument relating
         thereto;

                  (ii) the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii) any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv) any payment by the L/C Issuer under such Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit; or any payment made by
         the L/C Issuer under such Letter of Credit to any Person purporting to
         be a trustee in bankruptcy, debtor-in-possession, assignee for the
         benefit of creditors, liquidator, receiver or other representative of
         or successor to any beneficiary or any transferee of such Letter of
         Credit, including any arising in connection with any proceeding under
         any Debtor Relief Law; or

                  (v) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.



                                       28
<PAGE>   34

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. No Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Letter of Credit Application. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement. No Agent-Related Person, nor any of the
respective correspondents, participants or assignees of the L/C Issuer, shall be
liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount).

         (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the L/C Issuer and the Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), (i) the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on



                                       29
<PAGE>   35

April 6, 1998 regarding the European single currency (euro)) shall apply to each
commercial Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share a
Letter of Credit fee for each Letter of Credit equal to the Applicable Rate
times the actual daily maximum amount available to be drawn under each Letter of
Credit. Such fee for each Letter of Credit shall be due and payable on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, and on the
Letter of Credit Expiration Date. If there is any change in the Applicable Rate
during any quarter, the actual daily amount of each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect.

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee in an amount with respect to each standby Letter of Credit, equal
to 1/8 of 1% per annum on the daily maximum amount available to be drawn
thereunder, due and payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, and on the Letter of Credit
Expiration Date. In addition, the Borrower shall pay directly to the L/C Issuer
for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such fees and
charges are due and payable on demand and are nonrefundable.

         (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         2.04 SWING LINE LOANS.

         (a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing
Line Loan") to the Borrower from time to time on any Business Day during the
period from the Closing Date to the Maturity Date in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Outstanding Amount of Loans of the Swing Line Lender in its capacity as a Lender
of Loans, may exceed the amount of such Lender's Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the aggregate Outstanding
Amount of all Loans and L/C Obligations shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Loans of any
Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender's Commitment, and provided,
further, that the Swing Line Lender shall not make any Swing Line Loan to
refinance an outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and



                                       30
<PAGE>   36

unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Lender's Pro Rata Share times the amount of such Swing Line Loan.

         (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
12:00 noon, Dallas, Texas time, on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and
(ii) the requested borrowing date, which shall be a Business Day. Each such
telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Promptly after receipt by the Swing Line Lender of any telephonic Swing Line
Loan Notice, the Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior to
1:00 p.m., Dallas, Texas time, on the date of the proposed Swing Line Borrowing
(A) directing the Swing Line Lender not to make such Swing Line Loan as a result
of the limitations set forth in the first proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified
in Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 2:00 p.m., Dallas, Texas
time, on the borrowing date specified in such Swing Line Loan Notice, make the
amount of its Swing Line Loan available to the Borrower at its office by
crediting the account of the Borrower on the books of the Swing Line Lender in
immediately available funds.

         (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably requests the Swing Line Lender to act on its behalf), that
         each Lender make a Base Rate Loan in an amount equal to such Lender's
         Pro Rata Share of the amount of Swing Line Loans then outstanding. Such
         request shall be made in accordance with the requirements of Section
         2.02, without regard to the minimum and multiples specified therein for
         the principal amount of Base Rate Loans, but subject to the unutilized
         portion of the Aggregate Commitments and the conditions set forth in
         Section 4.02. The Swing Line Lender shall furnish the Borrower with a
         copy of the applicable Loan Notice promptly after delivering such
         notice to the Administrative Agent. Each Lender shall make an amount
         equal to its Pro Rata Share of the amount specified in such Loan Notice
         available to the Administrative Agent in immediately available funds
         for the account of the Swing Line Lender at the Administrative Agent's
         Office not later than 12:00 noon, Dallas, Texas time, on the day
         specified in such Loan Notice, whereupon, subject to Section
         2.04(c)(ii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the Swing
         Line Lender.



                                       31
<PAGE>   37

                  (ii) If for any reason any Revolving Borrowing cannot be
         requested in accordance with Section 2.04(c)(i) or any Swing Line Loan
         cannot be refinanced by such a Revolving Borrowing, the Revolving Loan
         Notice submitted by the Swing Line Lender shall be deemed to be a
         request by the Swing Line Lender that each of the Lenders fund its
         participation in the relevant Swing Line Loan and each Lender's payment
         to the Administrative Agent for the account of the Swing Line Lender
         pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
         such participation.

                  (iii) If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.04(c) by the time specified in Section
         2.04(c)(i), the Swing Line Lender shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the Swing Line Lender at a rate per annum equal to the Federal Funds
         Rate from time to time in effect. A certificate of the Swing Line
         Lender submitted to any Lender (through the Administrative Agent) with
         respect to any amounts owing under this clause (iii) shall be
         conclusive absent manifest error.

                  (iv) Each Lender's obligation to make Revolving Loans or to
         purchase and fund participations in Swing Line Loans pursuant to this
         Section 2.04(c) shall be absolute and unconditional and shall not be
         affected by any circumstance, including (A) any set-off, counterclaim,
         recoupment, defense or other right which such Lender may have against
         the Swing Line Lender, the Borrower or any other Person for any reason
         whatsoever, (B) the occurrence or continuance of a Default or Event of
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing. Any such purchase of
         participations shall not relieve or otherwise impair the obligation of
         the Borrower to repay Swing Line Loans, together with interest as
         provided herein.

         (d) Repayment of Participations.

                  (i) At any time after any Lender has purchased and funded a
         participation in a Swing Line Loan, if the Swing Line Lender receives
         any payment on account of such Swing Line Loan, the Swing Line Lender
         will distribute to such Lender its Pro Rata Share of such payment
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Lender's participation was
         outstanding and funded) in the same funds as those received by the
         Swing Line Lender.

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender, each Lender shall pay to the
         Swing Line Lender its Pro Rata Share thereof on demand of the
         Administrative Agent, plus interest thereon from the date of such
         demand to the date such amount is returned, at a rate per annum equal
         to the Federal Funds Rate. The Administrative Agent will make such
         demand upon the request of the Swing Line Lender.



                                       32
<PAGE>   38

         (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Committed Base Rate Loan or participation
pursuant to this Section 2.04 to refinance such Lender's Pro Rata Share of any
Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for
the account of the Swing Line Lender.

         (f) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

         2.05 PREPAYMENTS.

         (a) The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Revolving Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 10:00 a.m., Dallas, Texas time, (A)
three Business Days prior to any date of prepayment of Eurodollar Rate Loans,
and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and
of such Lender's Pro Rata Share of such prepayment. If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment shall be applied to the Revolving Loans of
the Lenders in accordance with their respective Pro Rata Shares.

         (b) The Borrower may, upon notice to the Swing Line Lender (with a copy
to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 12:00 noon, Dallas, Texas time, on the date
of the prepayment, and (ii) any such prepayment shall be in a minimum principal
amount of $100,000. Each such notice shall specify the date and amount of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.

         (c) If for any reason the Outstanding Amount of all Loans and L/C
Obligations at any time exceeds the Aggregate Commitments then in effect, the
Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess.

         2.06 REDUCTION OR TERMINATION OF COMMITMENTS. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or
permanently reduce the Aggregate Commitments to an amount not less than the then
Outstanding Amount of all Loans



                                       33
<PAGE>   39

and L/C Obligations; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m., five Business Days prior to the
date of termination or reduction, and (ii) any such partial reduction shall be
in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in
excess thereof. The Administrative Agent shall promptly notify the Lenders of
any such notice of reduction or termination of the Aggregate Commitments. Once
reduced in accordance with this Section, the Commitments may not be increased.
Any reduction of the Aggregate Commitments shall be applied to the Commitment of
each Lender according to its Pro Rata Share. All commitment fees accrued until
the effective date of any termination of the Aggregate Commitments shall be paid
on the effective date of such termination.

         2.07 REPAYMENT OF LOANS.

         (a) The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Revolving Loans outstanding on such date.

         (b) The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the date fourteen days after such Loan is made and (ii) the
Maturity Date.

         2.08 INTEREST.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan
other than a Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the remainder of (A) the Base Rate
plus the Applicable Rate minus (B) 1%.

         (b) While any Event of Default exists or after acceleration, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by Applicable Law. Accrued and
unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         2.09 FEES.

         In addition to certain fees described in subsections (i) and (j) of
Section 2.03:

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a
Commitment Fee (herein so called) equal to the Applicable Rate times the actual
daily amount by which the Aggregate



                                       34
<PAGE>   40

Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans and
(ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue
at all times from the Closing Date until the Maturity Date and shall be due and
payable quarterly in arrears on the first Business Day of each January, April,
July, and October, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. The commitment fee shall accrue at all times,
including at any time during which one or more of the conditions in Article IV
is not met.

         (b) Arrangement and Agency Fees. The Borrower shall pay an arrangement
fee to the Arranger for the Arranger's own account, and shall pay an agency fee
to the Administrative Agent for the Administrative Agent's own account, in the
amounts and at the times specified in the letter agreement, dated September 27,
2000 (the "Agent/Arranger Fee Letter"), among the Borrower, the Arranger and the
Administrative Agent. Such fees shall be fully earned when paid and shall be
nonrefundable for any reason whatsoever.

         (c) Lenders' Upfront Fee. On the Closing Date, the Borrower shall pay
to the Administrative Agent, for the account of the Lenders in accordance with
their respective Pro Rata Shares, an upfront fee in an amount set forth in a
separate letter agreement (the "Lender Fee Letter") between the Borrower and the
Arranger. Such upfront fees are for the credit facilities committed by the
Lenders under this Agreement and are fully earned on the date paid. The upfront
fee paid to each Lender is solely for its own account and is nonrefundable for
any reason whatsoever.

         2.10 COMPUTATION OF INTEREST AND FEES. Computation of interest on Base
Rate Loans and the Commitment Fee shall be calculated on the basis of a year of
365 or 366 days, as the case may be, and the actual number of days elapsed.
Computation of all other types of interest and all fees (other than the
Commitment Fee) shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed, which results in a higher yield to the payee
thereof than a method based on a year of 365 or 366 days. Interest shall accrue
on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is
paid, provided that any Loan that is repaid on the same day on which it is made
shall bear interest for one day.

         2.11 EVIDENCE OF DEBT.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure so to record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Loans and L/C
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and



                                       35
<PAGE>   41

records of the Administrative Agent in respect of such matters, the accounts and
records of such Lender shall control. Upon the request of any Lender made
through the Administrative Agent, such Lender's Loans may be evidenced by a
Revolving Loan Note and/or a Swing Line Note, as applicable, in addition to such
accounts or records. Each Lender may attach schedules to its Note(s) and endorse
thereon the date, Type (if applicable), amount and maturity of the applicable
Loans and payments with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall
control.

         2.12 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon,
Dallas, Texas time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 12:00 noon, Dallas, Texas time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first,
toward costs and expenses (including Attorney Costs and amounts payable under
Article III) incurred by the Administrative Agent and each Lender, (ii) second,
toward repayment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) third, toward repayment of principal and L/C
Borrowings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and L/C Borrowings then due to such
parties. To the extent that any payments are received under any Subsidiary
Guaranty, such payments shall be applied first, toward costs and expenses
(including Attorney Costs and amounts payable under Article III) incurred by the
Administrative Agent and each Lender, (ii) second, toward repayment of interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees



                                       36
<PAGE>   42

then due to such parties, and (iii) third, toward repayment of principal and L/C
Borrowings then due hereunder and all other obligations guaranteed under such
Subsidiary Guaranty, ratably among the Guarantied Parties (as defined in such
Subsidiary Guaranty) in accordance with the amounts of principal and L/C
Borrowings and such other obligations guaranteed under such Subsidiary Guaranty
then due to such parties.

         (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

                  (i) if the Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in
         immediately available funds, together with interest thereon in respect
         of each day from and including the date such amount was made available
         by the Administrative Agent to such Lender to the date such amount is
         repaid to the Administrative Agent in immediately available funds, at
         the Federal Funds Rate from time to time in effect; and

                  (ii) if any Lender failed to make such payment, such Lender
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in immediately available funds, together with interest thereon
         for the period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Revolving Loan included
         in the applicable Borrowing. If such Lender does not pay such amount
         forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender from
         its obligation to fulfill its Commitment or to prejudice any rights
         which the Administrative Agent or the Borrower may have against any
         Lender as a result of any default by such Lender hereunder.

         A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

         (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Credit Extension set forth
in Article IV are not satisfied or waived in



                                       37
<PAGE>   43

accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.

         (f) The obligations of the Lenders hereunder to make Revolving Loans
and to fund participations in Letters of Credit and Swing Line Loans are several
and not joint. The failure of any Lender to make any Revolving Loan or to fund
any such participation on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Revolving Loan or purchase its participation.

         (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.13 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of any Revolving Loans made
by it, or the participations in L/C Obligations or in Swing Line Loans held by
it, any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Revolving Loans made by them and/or such subparticipations
in the participations in L/C Obligations or Swing Line Loans held by them, as
the case may be, as shall be necessary to cause such purchasing Lender to share
the excess payment in respect of such Revolving Loan or such participations, as
the case may be, pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender's ratable share (according to the
proportion of (i) the amount of such paying Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.09 with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased. .

         2.14 INCREASE OF COMMITMENTS.

         (a) Upon notice to the Administrative Agent (which shall promptly
notify the Lenders), the Borrower may from time to time, request an increase in
the Aggregate



                                       38
<PAGE>   44

Commitments by up to $50,000,000 for an aggregate of $225,000,000. At the time
of sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to
respond (which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Lenders). Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment. The Administrative Agent shall notify the Borrower and each
Lender of the Lenders' responses to each request made hereunder. To achieve the
full amount of a requested increase, the Borrower may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to the Administrative Agent and its counsel.

         (b) If any Commitments are increased in accordance with this Section,
the Administrative Agent and the Borrower shall determine the effective date of
such increase (the "Increase Effective Date"). The Administrative Agent and the
Borrower shall promptly notify the Lenders of the final allocation of such
increase and the Increase Effective Date. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate
of each Loan Party dated as of the Increase Effective Date (in sufficient copies
for each Lender) signed by a Responsible Officer of such Loan Party (i)
certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and, (ii) in the case of the Borrower, including a
Compliance Certificate demonstrating pro forma compliance with Section 7.13
after giving effect to such increase and (iii) certifying that, before and after
giving effect to such increase, the representations and warranties contained in
Article V are true and correct on and as of the Increase Effective Date and no
Default or Event of Default exists. The Borrower shall deliver new or amended
Revolving Loan Notes reflecting the increased Commitment of any Lender holding
or requesting a Revolving Note. The Administrative Agent shall distribute an
amended Schedule 2.01 (which shall be deemed incorporated into this Agreement),
to reflect any changes therein resulting from such increase. The Borrower shall
prepay any Revolving Loans outstanding on the Increase Effective Date (and pay
any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Revolving Loans ratable with any revised Pro
Rata Shares arising from any nonratable increase in the Commitments under this
Section.

         (c) This Section shall supersede any provisions in Section 10.01 to the
contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net



                                       39
<PAGE>   45

income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), the Administrative Agent and such Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. Payment under this subsection
(d) shall be made within 30 days after the date the Lender or the Administrative
Agent makes a demand therefor.

         3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate



                                       40
<PAGE>   46

Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period thereof, if such Lender may
lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay interest on the amount so prepaid or converted. Each Lender
agrees to designate a different Lending Office if such designation will avoid
the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

         3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent
determines in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the applicable offshore Dollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for such
Eurodollar Rate Loan, or (c) the Eurodollar Rate for such Eurodollar Rate Loan
does not adequately and fairly reflect the cost to the Lenders of funding such
Eurodollar Rate Loan, the Administrative Agent will promptly notify the Borrower
and all Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Revolving Borrowing, conversion or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Revolving Borrowing of Base Rate Loans in the amount specified
therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements contemplated
by Section 3.04(c), then from time to time upon demand of such Lender (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such increased
cost or reduction.

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such



                                       41
<PAGE>   47

Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender's desired return on capital), then
from time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction.

         (c) The Borrower shall pay to each Lender, as long as such Lender shall
be required under regulations of the Board to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional costs on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan, provided the
Borrower shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

         3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

         (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

         (c) any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.16; including any loss of anticipated profits
and any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained; provided, however, that such
Lender shall use all reasonable efforts to mitigate such losses or expenses.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the applicable offshore Dollar interbank market for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder



                                       42
<PAGE>   48

shall be conclusive in the absence of manifest error. In determining such
amount, the Administrative Agent or such Lender may use any reasonable averaging
and attribution methods.

         (b) Upon any Lender's making a claim for compensation under Section
3.01 or 3.04, the Borrower may remove or replace such Lender in accordance with
Section 10.16.

         3.07 SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Commitments and payment in full of all the
other Obligations.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent:

         (a) Unless waived by all the Lenders (or by the Administrative Agent
with respect to immaterial matters or items specified in clause (v) or (vi)
below with respect to which the Borrower has given assurances satisfactory to
the Administrative Agent that such items shall be delivered promptly following
the Closing Date), the Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance satisfactory to the Administrative Agent and its legal
counsel:

                  (i) executed counterparts of this Agreement and the Guaranty,
         sufficient in number for distribution to the Administrative Agent, each
         Lender and the Borrower;

                  (ii) Revolving Loan Notes executed by the Borrower in favor of
         each Lender, each in a principal amount equal to such Lender's
         Commitment;

                  (iii) a Swing Line Note executed by the Borrower in favor of
         the Swing Line Lender in the principal amount of the Swing Line
         Sublimit;

                  (iv) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of Responsible
         Officers of each Loan Party as the Administrative Agent may require to
         establish the identities of and verify the authority and capacity of
         each Responsible Officer thereof authorized to act as a Responsible
         Officer in connection with this Agreement and the other Loan Documents
         to which such Loan Party is a party;

                  (v) such evidence as the Administrative Agent may reasonably
         require to verify that each Loan Party is duly organized or formed,
         validly existing, in good standing and qualified to engage in business
         in each jurisdiction in which it is required to be qualified to engage
         in business, including certified copies of each Loan Party's



                                       43
<PAGE>   49

         Organization Documents, certificates of good standing and/or
         qualification to engage in business and tax clearance certificates;

                  (vi) a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, and (B) that there has been no
         event or circumstance since the date of the Audited Financial
         Statements which has or could be reasonably expected to have a Material
         Adverse Effect;

                  (vii) an opinion of counsel to each Loan Party in form and
         substance satisfactory to the Administrative Agent;

                  (viii) evidence that the Existing Credit Agreement has been or
         concurrently with the Closing Date is being terminated; and

                  (ix) such other assurances, certificates, documents, consents
         or opinions as the Administrative Agent, the L/C Issuer, the Swing Line
         Lender or the Required Lenders reasonably may require.

         (b) Any fees required to be paid on or before the Closing Date shall
have been paid.

         (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs as
shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS AND CONVERSIONS AND
CONTINUATIONS. The obligation of each Lender to honor any Request for Credit
Extension is subject to the following conditions precedent:

         (a) The representations and warranties of the Borrower contained in
Article V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct on and as of the date of such
Credit Extension, conversion or continuation, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date.

         (b) No Default or Event of Default shall exist, or would result from
such proposed Credit Extension, conversion or continuation.

         (c) The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

         (d) The Administrative Agent shall have received, in form and substance
satisfactory to it, such other assurances, certificates, documents or consents
related to the foregoing as the Administrative Agent or the Required Lenders
reasonably may require.



                                       44
<PAGE>   50

         Each Request for Credit Extension submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is a corporation, partnership or limited liability company duly
organized or formed, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power
and authority and all governmental licenses, authorizations, consents and
approvals to own its assets, carry on its business and to execute, deliver, and
perform its obligations under the Loan Documents to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws, except in each case referred to in clause (c) or this
clause (d), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, any material
Contractual Obligation to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its
property is subject; or (c) violate any Law.

         5.03 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of
this Agreement or any other Loan Document.

         5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, subject as to enforcement of
remedies to any Debtor Relief Laws.

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted



                                       45
<PAGE>   51

therein; (ii) fairly present the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness in
accordance with GAAP consistently applied throughout the period covered thereby.

         (b) Since the date of the Audited Financial Statements, there has been
no event or circumstance that has or could reasonably be expected to have a
Material Adverse Effect.

         5.06 LITIGATION. Except as specifically disclosed in Schedule 5.06,
there are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues which (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby, or (b) if determined adversely,
could reasonably be expected to have a Material Adverse Effect.

         5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation which in the Borrower's
reasonable judgment would have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document.

         5.08 OWNERSHIP OF PROPERTY; LIENS. The Borrower and each Subsidiary has
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of its business,
except for such defects in title as would not, individually or in the aggregate,
have a Material Adverse Effect. As of the Effective Date, the property of the
Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted
by Section 7.01.

         5.09 ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries
conduct in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for
violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Borrower has reasonably concluded
that, except as specifically disclosed in Schedule 5.09, such Environmental Laws
and claims would not, individually or in the aggregate, have a Material Adverse
Effect.

         5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies of similar financial condition and
strength engaged in similar businesses and owning similar properties in
localities where the Borrower or its Subsidiaries operate.



                                       46
<PAGE>   52

         5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.

         5.12 ERISA COMPLIANCE.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could be reasonably expected to result in a Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

         5.13 SUBSIDIARIES.

         As of the Closing Date, the Borrower has no Subsidiaries other than
those specifically disclosed in Part (a) of Schedule 5.13 and has no equity
investments in any other corporation or entity other than those specifically
disclosed in Part(b) of Schedule 5.13.


                                       47

<PAGE>   53
         5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board), or
extending credit for the purpose of purchasing or carrying margin stock.

         (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

         5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with any Loan Document contains any untrue statement of a material
fact or omits any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. There is no fact known to the Borrower or any of its
Subsidiaries and not known to the public generally which materially adversely
affects its assets or in the future may reasonably be expected to (so far as the
Borrower or any of its Subsidiaries can now foresee) result in a Material
Adverse Effect, which has not been disclosed to the Administrative Agent and the
Lenders by or on behalf of the Borrower or any of its Subsidiaries prior to the
Closing Date in connection with the transactions contemplated hereby.

         5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other rights that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person.

         5.17 BUSINESSES. The Borrower is presently engaged directly or through
wholly-owned Subsidiaries in the following businesses: (a) the manufacture of
asphalt roofing products, coated and uncoated fiberglass mat and mat products,
and other non-woven materials; (b) the application of metallic or other
conductive coating and gaskets, paints and other finishes to electronic
enclosures for the telecommunications, computer, and electronic and electric
equipment industries, and provisions of related services, including subassembly,
application of pad print and/or decorative paint finishes, installation of
antenna components, light tubes, battery connections, inserts and other
services, (c) the manufacturing, recycling and remanufacturing of diesel engine
power assemblies, cylinder liners, heads, rods, waterjackets, valves, pistons
and related components, including hard chrome plating of cylinder bores,
primarily for the railroad and marine industries; hard chrome plating of
original equipment cylinder liners for major domestic locomotive manufacturers
and stationary power equipment manufacturers, the electroless plating of
nonmetallic computer and other electronic enclosures to provide electromagnetic
and radio frequency interference protection, and the development of new products
for its proprietary nickel, tin, iron and hard chrome plated finishes; and (d)
the sale of


                                       48
<PAGE>   54

patent licenses with engineering support services and the sale of consulting
engineering services to the oil and gas production, gas processing and sulfur
recovery industries.

         5.18 COMMON ENTERPRISE. The Borrower and its Subsidiaries are engaged
in the businesses set forth in Section 5.17 as of the Closing Date, as well as
in certain other businesses. These operations require financing on a basis such
that the credit supplied can be made available from time to time to the Borrower
and various of its Subsidiaries, as required for the continued successful
operation of the Borrower and its Subsidiaries as a whole. The Borrower has
requested the Lender to make credit available hereunder primarily for the
purposes of financing the operations of the Borrower and its Subsidiaries,
including making Permitted Investments. The Borrower and each of its
Subsidiaries expects to derive benefit (and the Board of Directors of the
Borrower and each of its Subsidiaries has determined that such Subsidiary may
reasonably be expected to derive benefit), directly or indirectly, from the
credit extended by the Lenders hereunder, both in its separate capacity and as a
member of the group of companies, since the successful operation and condition
of the Borrower and each of its Subsidiaries is dependent on the continued
successful performance of the functions of the group as a whole.

         5.19 SOLVENT. The Borrower is, and the Borrower and its Subsidiaries
are on a consolidated basis, Solvent.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, and shall (except in the case of
the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each
Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

         (a) as soon as available, but in any event within 90 days after the end
of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with GAAP and shall not be subject to any qualifications
or exceptions as to the scope of the audit nor to any qualifications and
exceptions not reasonably acceptable to the Required Lenders; and

         (b) as soon as available, but in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower,
a consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal quarter, and the related consolidated statements of income and
cash flows for such fiscal quarter and for the portion of the Borrower's


                                       49
<PAGE>   55

fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail and
certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations and cash flows of the Borrower and
its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

         6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:

         (a) concurrently with the delivery of the financial statements referred
to in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default with respect to Section 7.12 or, if any such Default or Event of
Default shall exist, stating the nature and status of such event;

         (b) concurrently with the delivery of the financial statements referred
to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of the Borrower;

         (c) promptly after requested by the Administrative Agent or any Lender,
copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of
directors) of the Borrower by independent accountants in connection with the
accounts or books of the Borrower or any Subsidiary, or any audit of any of
them;

         (d) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of the Borrower, and copies of all annual, regular, periodic
and special reports and registration statements which the Borrower may file or
be required to file with the Securities and Exchange Commission under Section 13
or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to
be delivered to the Administrative Agent pursuant hereto; and

         (e) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary as the
Administrative Agent may from time to time request.

         6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

         (a) of the occurrence of any Default or Event of Default;

         (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Borrower or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Borrower or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any


                                      50
<PAGE>   56

litigation, investigation, or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws;

         (c) of any litigation, investigation or proceeding affecting any Loan
Party in which the damages, penalties, fines or other sanctions could reasonably
be expected to exceed $300,000 (to the extent not covered by independent
third-party insurance) or in which injunctive relief or similar relief is
sought, which relief, if granted, could be reasonably expected to have a
Material Adverse Effect;

         (d) of the occurrence of any ERISA Event; and

         (e) of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary; and

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement or other Loan Document that have been breached.

         6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its material obligations and liabilities, including (a) all
tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if
unpaid, would by law become a Lien upon its property; and (c) all Indebtedness,
as and when due and payable, but subject to any subordination provisions
contained in any instrument or agreement evidencing such Indebtedness.

         6.05 PRESERVATION OF EXISTENCE, ETC. Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization; take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except in a transaction permitted by Section
7.04 or 7.05; and preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.

         6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all
of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
(b) make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) use the standard of care typical in the
industry in the operation and maintenance of its facilities.

         6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and


                                       51
<PAGE>   57

business against loss or damage of the kinds customarily insured against by
Persons of similar financial condition and strength engaged in the same or
similar business and owning similar properties in localities where the Borrower
or its Subsidiaries operate, of such types and in such amounts as are
customarily carried under similar circumstances by such other Persons.

         6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which (i) such requirement of Law is being contested in
good faith or a bona fide dispute exists with respect thereto; or (ii) the
failure to comply therewith could not be reasonably expected to have a Material
Adverse Effect.

         6.09 BOOKS AND RECORDS. Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or such Subsidiary, as the case may be.

         6.10 INSPECTION RIGHTS. Subject to Section 10.08, permit
representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of the Lenders and at
such reasonable times during normal business hours and as often as may be
reasonably desired, upon request of the Required Lenders or the Administrative
Agent and reasonable advance notice to the Borrower; provided, however, that
when an Event of Default exists the Administrative Agent or any Lender (or any
of their respective representatives or independent contractors) may do any of
the foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

         6.11 COMPLIANCE WITH ERISA. Do, and cause each of its ERISA Affiliates
to do, each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state law; (b) preclude each Plan which is qualified under Section
401(a) of the Code from being determined to be disqualified in any final
assessment by the IRS; and (c) make all required contributions to any Plan
subject to Section 412 of the Code.

         6.12 USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
working capital and other general corporate purposes not in contravention of any
Law or of any Loan Document.

         6.13 FURTHER ASSURANCES. Upon the reasonable request of the
Administrative Agent, the Borrower will duly execute and deliver to the
Administrative Agent any and all such further instruments and documents as may
be necessary or advisable, in the opinion of the Administrative Agent, to obtain
the full benefits of the Loan Documents.

         6.14 NOTICE OF FORMATION OF SUBSIDIARY. Give the Administrative Agent
written notice of any proposed formation of any Subsidiary pursuant to Section
6.15 at least ten calendar days before the formation of any such Subsidiary.


                                       52
<PAGE>   58

         6.15 GUARANTIES BY NEW SUBSIDIARIES. Cause each Subsidiary which the
Borrower or any of its Subsidiaries forms during the term of this Agreement
which is not a Foreign Subsidiary to execute and deliver to the Administrative
Agent a Guaranty, together with a certified copy of a resolution of the board of
directors (or other authorizing document of the appropriate governing body or
Person) of such new Subsidiary authorizing the execution and delivery of the
Guaranty and the performance of its terms, together with such other documents as
the Administrative Agent may reasonably request.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

         7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:

         (a) Liens pursuant to any Loan Document;

         (b) Liens securing taxes (including in respect of any Tax Abatement
Disposition), assessment or governmental charges or levies or the claims or
demands of materialmen, mechanics, carriers, warehousemen, landlords and other
like Persons, provided the payment thereof is not then required by or past due
under Section 6.04;

         (c) Liens incurred or deposits made in the ordinary course of business
(i) in connection with worker's compensation, unemployment insurance, social
security and other like Laws, or (ii) to secure the performance of letters of
credit, bids, tenders, sales contracts, leases, statutory obligations, sureties,
appeals and performance bonds and other similar obligations not incurred in
connection with the borrowing of money, the obtaining of advances or the payment
of the deferred purchase price of Property;

         (d) attachment, judgment or other similar Liens arising in connection
with court proceedings, provided the execution or other enforcement of such
Liens is effectively stayed and the claims secured thereby are being actively
contested in good faith and by appropriate proceedings;

         (e) Liens on Property of a Subsidiary of the Borrower, provided such
Liens secure only obligations owing to the Borrower or a Guarantor;

         (f) reservations, exceptions, encroachments, easements, rights of way,
covenants, conditions, restrictions, leases and other similar title exceptions
or encumbrances affecting real property, provided they do not in the aggregate
materially detract from the value of said Properties or materially interfere
(taking the Borrower and its Subsidiaries as a consolidated whole) with their
use in the ordinary course of the Borrower's business;


                                       53
<PAGE>   59

         (g) other Liens existing at the date of this Agreement described on
Schedule 7.01 and in connection with refinancing (but not increasing) the
Indebtedness presently secured thereby; and

         (h) Liens on Property of Foreign Subsidiaries to secure Indebtedness of
Foreign Subsidiaries to the extent such Indebtedness is permitted pursuant to
the terms of Section 7.11.

         7.02 INVESTMENTS. Make any Investments, except Permitted Investments.

         7.03 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default exists or would result therefrom:

         (a) (i) any Subsidiary may merge with (A) the Borrower, provided that
the Borrower shall be the continuing or surviving Person, or (B) any Guarantor,
and (ii) any Foreign Subsidiary may merge with another Foreign Subsidiary; and

         (b) (i) any Subsidiary may sell all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to a Guarantor and
(ii) any Foreign Subsidiary may sell all or substantially all of its assets
(upon voluntary liquidation or otherwise) to another Foreign Subsidiary.

         7.04 DISPOSITIONS. Make any Disposition or enter into any agreement to
make any Disposition, except:

         (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

         (b) Dispositions of inventory and other property in the ordinary course
of business;

         (c) Dispositions of equipment or real property to the extent that (i)
such property is exchanged for credit against the purchase price of similar
replacement property, (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property or (iii) the
Board of Directors or senior management of the Borrower or such Subsidiary has
determined in good faith that the failure to replace such property will not be
detrimental to the business of the Borrower or such Subsidiary;

         (d) Dispositions of capital stock or all or substantially all of the
assets of any Subsidiary not engaged in the businesses described in Section
5.17(a) or 5.17(b);

         (e) Dispositions of capital stock or all or substantially all of the
assets of any Subsidiary engaged in the businesses described in Section 5.17(b),
provided that after application of the proceeds received in respect of any such
Disposition the Leverage Ratio calculated on a pro forma basis does not exceed
2.50 to 1;

         (f) Dispositions of property by any Subsidiary to the Borrower or to a
Guarantor;


                                       54
<PAGE>   60

         (g) Dispositions permitted by Section 7.03 or Section 7.05;

         (h) Dispositions of property by the Borrower or any Subsidiary to a
Foreign Subsidiary consisting of Investments, subject to the limitation set
forth in clause (i) of the definition of Permitted Investments; and

         (i) Tax Abatement Dispositions,

provided, however, that any Disposition pursuant to clauses (a) through (e)
shall be for fair market value.

         7.05 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so;
provided that, after giving effect to any proposed Restricted Payment, no
Default or Event of Default shall have occurred or be continuing, the Borrower
may make Restricted Payments during the term of this Agreement not to exceed the
sum of (i) $15,000,000 plus (or minus in the case of a cumulative deficit), (ii)
35% of cumulative Consolidated Net Income (100% in the case of a deficit) for
the period commencing July 1, 2000 and ending on the date such proposed
Restricted Payment is to be made, plus (iii) without duplication, the amount of
cash received by the Borrower as a result of the sale or disposition of Capital
Stock of the Borrower acquired in a Treasury Stock Purchase.

         7.06 ERISA. At any time engage in a transaction which could be subject
to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply in any material respect with ERISA or any other applicable
Laws; or (c) incur any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA), which, with respect to each event listed above, could be
reasonably expected to have a Material Adverse Effect.

         7.07 CHANGE IN NATURE OF BUSINESS. Subject to Section 7.04(d), engage
in any material line of business substantially different from those lines of
business conducted by the Borrower and its Subsidiaries on the date hereof and
businesses reasonably related thereto.

         7.08 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any
kind with any Affiliate of the Borrower, other than arm's-length transactions
with Affiliates, transactions otherwise permitted hereunder and transactions
with Affiliates in the ordinary course of business.

         7.09 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation that
limits the ability (a) of any Subsidiary to make Restricted Payments to the
Borrower or to otherwise transfer property to the Borrower or (b) of the
Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person.

         7.10 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the Board)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.


                                       55
<PAGE>   61

         7.11 FOREIGN SUBSIDIARY INDEBTEDNESS. Notwithstanding anything herein
to the contrary, (a) no Foreign Subsidiary shall create, assume, incur or
otherwise become or remain obligated in respect of any, or permit to be
outstanding, or suffer to exist any Indebtedness, except Indebtedness for
working capital and other general corporate purposes not to exceed $20,000,000
in aggregate amount, and (b) the Borrower and no other Subsidiary which is not a
Foreign Subsidiary shall Guaranty any Indebtedness of a Foreign Subsidiary
except to the extent that the Indebtedness is otherwise permitted pursuant to
clause (a) above.

         7.12 FINANCIAL COVENANTS.

         (a) Consolidated Net Worth. Permit Consolidated Net Worth as of the end
of any fiscal quarter of the Borrower to be less than the sum of (i)
$135,000,000, (ii) an amount equal to 65% of the Consolidated Net Income earned
in each fiscal quarter ending after June 30, 2000 (with no deduction for a net
loss in any such fiscal quarter) and (iii) an amount equal to 100% of the
aggregate increases in Shareholders' Equity of the Borrower and its Subsidiaries
after the date hereof by reason of the issuance and sale of Capital Stock of the
Borrower (including upon any conversion of debt securities of the Borrower into
such Capital Stock, but excluding any sales of treasury stock), or the
conversion or exchange of preferred Capital Stock of the Borrower into common
Capital Stock of the Borrower.

         (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio to be
less than (i) 3.00 to 1 as of the end of any fiscal quarter occurring during
that period from and including the Closing Date through and including March 31,
2002 and (ii) 3.50 to 1 as of the end of any fiscal quarter thereafter.

         (c) Capitalization Ratio. Permit the Capitalization Ratio as of the end
of any fiscal quarter of the Borrower to be greater than 0.45 to. 1

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event
of Default:

         (a) Non-Payment. The Borrower fails to pay (i) when due, any amount of
principal of any Loan or any L/C Obligation or (ii) within 3 Business Days of
the date when due any interest on any Loan or on any L/C Obligation, any
commitment or other fee due hereunder, or any other amount payable hereunder or
under any other Loan Document; or

         (b) Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.03(a) or (b), 6.05,
6.10, 6.12 or Article VII; or

         (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a), (b) or (c) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days; or


                                       56
<PAGE>   62

         (d) Representations and Warranties. Any representation or warranty made
or deemed made by the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect in any material respect when made or deemed made;
or

         (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than
Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $1,000,000, or (B) fails to observe or perform any
other agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event occurs, the effect of which default or other event is to cause, or
to permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of any Guaranty Obligation with respect to such Indebtedness (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased or redeemed
(automatically or otherwise) or such Guaranty Obligation to become payable or
cash collateral in respect thereof to be demanded; or (ii) there occurs under
any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which the
Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap
Contract) or (B) any Termination Event (as so defined) under such Swap Contract
as to which the Borrower or any Subsidiary is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by the Borrower or such
Subsidiary as a result thereof is greater than $1,000,000; or

         (f) Insolvency Proceedings, Etc. Any Loan Party or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person; or any proceeding under any Debtor
Relief Law relating to any such Person or to all or any part of its property is
instituted without the consent of such Person; or

         (g) Inability to Pay Debts; Attachment. (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

         (h) Judgments. There is entered against the Borrower or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount
exceeding 5% of Shareholders' Equity (to the extent not covered by independent
third-party insurance), or (ii) any non-monetary final judgment that has, or
would reasonably be expected to have, a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor


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<PAGE>   63

upon such judgment or order, or (B) there is a period of 30 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

         (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000,
or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of $1,000,000; or

         (j) Invalidity of Material Loan Documents. Any Material Loan Document,
at any time after its execution and delivery and for any reason other than the
agreement of all the Lenders or satisfaction in full of all the Obligations,
ceases to be in full force and effect, or is declared by a court of competent
jurisdiction to be null and void, invalid or unenforceable in any respect; or
any Loan Party denies that it has any or further liability or obligation under
any Material Loan Document, or purports to revoke, terminate or rescind any
Material Loan Document; or

         (k) Change of Control. There occurs any Change of Control of the
Borrower.

         8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders,

         (a) declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;

         (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

         (c) require that the Borrower Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof); and

         (d) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.01, the obligation of each Lender to make Loans and
any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, and the obligation of the Borrower to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.


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                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

         (a) Each Lender hereby irrevocably (subject to Section 9.09) appoints,
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

         (b) The L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the L/C Issuer with respect thereto;
provided, however, that the L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Administrative Agent" as used in this Article IX
included the L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the L/C Issuer.

         9.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

         9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained


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<PAGE>   65

herein or in any other Loan Document, or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the Administrative Agent
shall, and in all other instances, the Administrative Agent may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

         9.07 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however,


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<PAGE>   66

that unless and until the Administrative Agent has received any such direction,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.

         9.08 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower [and the other Loan Parties] hereunder. Each
Lender also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower and the other Loan
Parties. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any
of the Loan Parties or any of their respective Affiliates which may come into
the possession of any Agent-Related Person.

         9.09 INDEMNIFICATION OF ADMINISTRATIVE AGENT. WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL INDEMNIFY
UPON DEMAND EACH AGENT-RELATED PERSON (TO THE EXTENT NOT REIMBURSED BY OR ON
BEHALF OF ANY LOAN PARTY AND WITHOUT LIMITING THE OBLIGATION OF ANY LOAN PARTY
TO DO SO), PRO RATA, AND HOLD HARMLESS EACH AGENT-RELATED PERSON FROM AND
AGAINST ANY AND ALL INDEMNIFIED LIABILITIES INCURRED BY IT (WHETHER OR NOT
ARISING OUT OF THE NEGLIGENCE OF SUCH AGENT RELATED PERSON); PROVIDED, HOWEVER,
THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY AGENT-RELATED PERSON OF
ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM SUCH PERSON'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER, THAT NO ACTION TAKEN IN
ACCORDANCE WITH THE DIRECTIONS OF THE REQUIRED LENDERS SHALL BE DEEMED TO
CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF THIS SECTION.
WITHOUT LIMITATION OF THE


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<PAGE>   67

FOREGOING, EACH LENDER SHALL REIMBURSE THE ADMINISTRATIVE AGENT UPON DEMAND FOR
ITS RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY
COSTS) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT
(WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF, OR LEGAL
ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT, OR ANY DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE
EXTENT THAT THE ADMINISTRATIVE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY OR
ON BEHALF OF THE BORROWER. THE UNDERTAKING IN THIS SECTION SHALL SURVIVE
TERMINATION OF THE COMMITMENTS, THE PAYMENT OF ALL OBLIGATIONS HEREUNDER AND THE
RESIGNATION OR REPLACEMENT OF THE ADMINISTRATIVE AGENT. THE FOREGOING INDEMNITY
SHALL APPLY TO THE NEGLIGENCE OF THE AGENT-RELATED PERSON (BUT NOT THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT-RELATED PERSON).

         9.10 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent or the L/C Issuer hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent or the L/C Issuer, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

         9.11 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may, and
at the request of the Required Lenders shall, resign as Administrative Agent
upon 30 days' notice to the Lenders. If the Administrative Agent resigns under
this Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders which successor administrative
agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Borrower, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and


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Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as
provided for above. Notwithstanding the foregoing, however, Bank of America may
not be removed as Administrative Agent at the request of the Required Lenders
unless Bank of America shall also simultaneously be replaced and fully released
as "L/C Issuer" and "Swing Line Lender" hereunder pursuant to documentation in
form and substance reasonably satisfactory to Bank of America.

         9.12 OTHER AGENTS; LEAD MANAGERS. None of the Lenders identified on the
facing page or signature pages of this Agreement as a "syndication agent,"
"documentation agent," "co-agent" or "lead manager" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
the Lenders so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall, unless in writing and signed by each of the Lenders
directly affected thereby and by the Borrower, and acknowledged by the
Administrative Agent, do any of the following:

         (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02), except for any such increase
made in accordance with Section 2.14;

         (b) postpone any date fixed by this Agreement or any other Loan
Document for any payment or mandatory prepayment of principal, interest, fees or
other amounts due to the Lenders (or any of them) hereunder or under any other
Loan Document;

         (c) reduce or subordinate the principal of, or the rate of interest
specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the proviso below) any fees or other amounts payable hereunder or under any
other Loan Document;


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         (d) change the percentage of the Aggregate Commitments or of the
aggregate unpaid principal amount of the Loans and L/C Obligations which is
required for the Lenders or any of them to take any action hereunder;

         (e) change the Pro Rata Share or Voting Percentage of any Lender;

         (f) amend this Section, or any provision herein providing for consent
or other action by all the Lenders; or

         (g) release all of, or substantially all of, the Guarantors from any
Guaranty or subordinate any obligation of all or substantially all of the
Guarantors under any Guaranty;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Required Lenders or all
the Lenders, as the case may be, affect the rights or duties of the L/C Issuer
under this Agreement or any Letter of Credit Application relating to any Letter
of Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Lender in addition to the
Required Lenders or all the Lenders, as the case may be, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Required Lenders or all the Lenders, as the case may be, affect
the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; and (iv) the Agent/Arranger Fee Letter may be amended, or
rights or privileges thereunder waived, in a writing executed only by the
parties thereto. Notwithstanding anything to the contrary herein, any Lender
that has failed to fund any portion of the Revolving Loans, participations in
L/C Obligations or participations in Swing Line Loans required to be funded by
it hereunder shall not have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Pro Rata Share of such Lender may
not be increased without the consent of such Lender.

         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.02; or, in the case of the Borrower, the
Administrative Agent, the L/C Issuer or the Swing Line Lender, to such other
address as shall be designated by such party in a notice to the other parties,
and in the case of any other party, to such other address as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, the L/C
Issuer and the Swing Line Lender. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the intended recipient and (ii) (A) if delivered by hand or by
courier, when signed for by the intended recipient; (B) if delivered by mail,
four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent, the L/C Issuer and
the Swing Line Lender pursuant


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to Article II shall not be effective until actually received by such Person. Any
notice or other communication permitted to be given, made or confirmed by
telephone hereunder shall be given, made or confirmed by means of a telephone
call to the intended recipient at the number specified on Schedule 10.02, it
being understood and agreed that a voicemail message shall in no event be
effective as a notice, communication or confirmation hereunder.

         (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c) Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements, notices of Borrowings and confirmations of same and other
information, and to distribute Loan Documents for execution by the parties
thereto, and may not be used for any other purpose.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Revolving Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Agent-Related Person and each Lender from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower. All
telephonic notices to and other communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

         10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable costs and expenses
incurred in connection with the development, preparation, negotiation and
execution of this Agreement and the other Loan Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or
reimburse the Administrative


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Agent and each Lender for all reasonable costs and expenses incurred in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any "workout" or restructuring in
respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The
foregoing costs and expenses shall include all reasonable search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other reasonable out-of-pocket expenses incurred by the
Administrative Agent and the reasonable cost of independent public accountants
and other outside experts retained by the Administrative Agent or any Lender.
The agreements in this Section shall survive the termination of the Commitments
and repayment of all the other Obligations.

         10.05 INDEMNIFICATION BY THE BORROWER. WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED, THE BORROWER AGREES TO INDEMNIFY, SAVE AND
HOLD HARMLESS EACH AGENT-RELATED PERSON, EACH LENDER AND THEIR RESPECTIVE
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, AGENTS AND
ATTORNEYS-IN-FACT (COLLECTIVELY THE "INDEMNITEES") FROM AND AGAINST: (A) ANY AND
ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY
INDEMNITEE BY ANY PERSON (OTHER THAN THE ADMINISTRATIVE AGENT OR ANY LENDER)
RELATING DIRECTLY OR INDIRECTLY TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
THAT SUCH PERSON ASSERTS OR MAY ASSERT AGAINST ANY LOAN PARTY, ANY AFFILIATE OF
ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE OFFICERS OR DIRECTORS; (B) ANY AND ALL
CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION THAT MAY AT ANY TIME (INCLUDING AT
ANY TIME FOLLOWING REPAYMENT OF THE OBLIGATIONS AND THE RESIGNATION OR REMOVAL
OF THE ADMINISTRATIVE AGENT OR THE REPLACEMENT OF ANY LENDER) BE ASSERTED OR
IMPOSED AGAINST ANY INDEMNITEE, ARISING OUT OF OR RELATING TO, THE LOAN
DOCUMENTS, ANY PREDECESSOR LOAN DOCUMENTS, THE COMMITMENTS, OR THE USE OR
CONTEMPLATED USE OF THE PROCEEDS OF ANY CREDIT EXTENSION; (C) ANY ADMINISTRATIVE
OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY ARISING OUT OF OR
RELATED TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DESCRIBED IN SUBSECTION
(A) OR (B) ABOVE; AND (D) ANY AND ALL LIABILITIES (INCLUDING LIABILITIES UNDER
INDEMNITIES), LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY COSTS) THAT ANY
INDEMNITEE SUFFERS OR INCURS AS A RESULT OF THE ASSERTION OF ANY FOREGOING
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING, OR AS A RESULT OF THE
PREPARATION OF ANY DEFENSE IN CONNECTION WITH ANY FOREGOING CLAIM, DEMAND,
ACTION, CAUSE OF ACTION OR PROCEEDING AS TO WHICH SUCH INDEMNITEE IS A PARTY, IN
ALL CASES, WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNITEE, AND,
EXCEPT AS SPECIFIED HEREIN, WHETHER OR NOT AN INDEMNITEE IS A PARTY TO SUCH
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING (ALL THE FOREGOING,
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"); PROVIDED THAT


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NO INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION FOR ANY CLAIM CAUSED BY ITS
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR ANY LOSS ASSERTED AGAINST IT
BY ANOTHER INDEMNITEE. THE FOREGOING INDEMNITY SHALL APPLY TO THE NEGLIGENCE OF
THE INDEMNITEE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
INDEMNITEE. THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THE
COMMITMENTS AND REPAYMENT OF ALL THE OTHER OBLIGATIONS.

         10.06 PAYMENTS SET ASIDE. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         10.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing Line Loans) at
the time owing to it); provided that (i) except in the case of an assignment of
the entire remaining amount of the assigning Lender's Commitment and the Loans
at the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) subject to each such assignment, determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered
to the Administrative Agent, shall not be less than $5,000,000 unless each of
the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise


                                       67
<PAGE>   73

consents (each such consent not to be unreasonably withheld or delayed), (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not apply to rights in respect of outstanding Swing Line Loans, and (iii)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500 (provided no such fee shall be required for an assignment to an
Affiliate of a Lender). Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Acceptance, the Eligible
Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.07 (which accrued to such Lender
prior to such assignment), 10.04 and 10.05). Upon request, the Borrower (at its
expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

         (d) Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender's participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or


                                       68
<PAGE>   74

instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification that would (i)
postpone any date upon which any payment of money is scheduled to be paid to
such Participant, (ii) reduce the principal, interest, fees or other amounts
payable to such Participant, or (iii) release any Guarantor from the Guaranty.
Subject to subsection (e) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.14 as though it were a Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, without the
requirement for notice to or consent of any Person or the payment of any fee;
provided that no such pledge or assignment shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

         (g) If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have
given its consent ten Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such tenth Business Day.

         (h) As used herein, the following terms have the following meanings:

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural Person) approved by the Administrative Agent, in the case of
         any assignment of a Revolving Loan, the L/C Issuer, the Swing Line
         Lender and, unless (x) such Person is taking delivery of an assignment
         in connection with physical settlement of a credit derivatives
         transaction or (y) an Event of Default has occurred and is continuing,
         the Borrower (each such approval not to be unreasonably withheld or
         delayed).


                                       69
<PAGE>   75

                  "Fund" means any Person (other than a natural Person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

                  "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

         (i) Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to the
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon five Business
Days' notice to the Borrower, terminate the Swing Line. In the event of any such
resignation as L/C Issuer or termination of the Swing Line, the Borrower shall
be entitled to appoint from among the Lenders a successor L/C Issuer or Swing
Line Lender hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer or the termination of the Swing Line, as the case may be. Bank of
America shall retain all the rights and obligations of the L/C Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of
its resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Revolving Loans or
fund participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If
Bank of America terminates the Swing Line, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such termination, including
the right to require the Lenders to make Base Rate Committed Loans or fund
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

         10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
required to keep such Information confidential); (b) to the extent compelled by
any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section ("Secondary Confidentiality
Agreement"), to (i) any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Borrower; (g) with the written
consent of the Borrower; (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Borrower; or (i) only to the extent required, to
the National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that


                                       70
<PAGE>   76

requires access to information about a Lender's or its Affiliates' investment
portfolio in connection with ratings issued with respect to such Lender or its
Affiliates. With respect to any disclosure of Information set forth in clause
(b), (c), or (e) above, each Lender agrees to notify the Borrower prior to
disclosure thereof, to cooperate with the Borrower or its Affiliate so that it
may seek a protective order or other protective measure, and to use all
reasonable efforts under the circumstances to ensure that confidential treatment
will be afforded such Information and that the portion of such Information for
which disclosure is not specifically required is not disclosed. For the purposes
of this Section, "Information" means all information received from the Borrower
relating to the Borrower, its Affiliates or their respective businesses, other
than any such information that is available to the Administrative Agent or any
Lender on a nonconfidential basis prior to disclosure by the Borrower; provided
that, in the case of information received from the Borrower after the date
hereof, such information is clearly identified at the time of disclosure as
confidential.

         10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to such Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

         10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the Highest Lawful Rate. If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Highest Lawful Rate, the excess interest shall be applied to the
principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or
received by the Administrative Agent or a Lender exceeds the Highest Lawful
Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations.

         10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



                                       71
<PAGE>   77

         10.12 INTEGRATION. In the event of any conflict between the provisions
of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Administrative Agent or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.

         10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

         10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 FOREIGN LENDERS. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or after accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (a) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (b) promptly
notify the Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (c) take such steps as shall not
be materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws that the Borrower make any
deduction or withholding for taxes


                                       72
<PAGE>   78

from amounts payable to such Person. If such Person fails to deliver the above
forms or other documentation, then the Administrative Agent may withhold from
any interest payment to such Person an amount equivalent to the applicable
withholding tax imposed by Sections 1441 and 1442 of the Code, without
reduction. If any Governmental Authority asserts that the Administrative Agent
did not properly withhold any tax or other amount from payments made in respect
of such Person, such Person shall indemnify the Administrative Agent therefor,
including all penalties and interest, any taxes imposed by any jurisdiction on
the amounts payable to the Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the payment of all Obligations and the
resignation or replacement of the Administrative Agent.

         10.16 REMOVAL AND REPLACEMENT OF LENDERS.

         (a) Under any circumstances set forth herein providing that the
Borrower shall have the right to remove or replace a Lender as a party to this
Agreement, the Borrower may, upon notice to such Lender and the Administrative
Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii)
replace such Lender by causing such Lender to assign its Commitment (without
payment of any assignment fee) pursuant to Section 10.07(b) to one or more other
Lenders or Eligible Assignees procured by the Borrower; provided, however, that
if the Borrower elects to exercise such right with respect to any Lender
pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the
case may be, all Lenders that have made similar requests for compensation
pursuant to Section 3.01 or 3.04. The Borrower shall (x) pay in full all
principal, interest, fees and other amounts owing to such Lender through the
date of termination or assignment (including any amounts payable pursuant to
Section 3.05), (y) provide appropriate assurances and indemnities (which may
include letters of credit) to the L/C Issuer and the Swing Line Lender as each
may reasonably require with respect to any continuing obligation to purchase
participation interests in any L/C Obligations or any Swing Line Loans then
outstanding, and (z) release such Lender from its obligations under the Loan
Documents. Any Lender being replaced shall execute and deliver an Assignment and
Acceptance with respect to such Lender's Commitment and outstanding Credit
Extensions. The Administrative Agent shall distribute an amended Schedule 2.01,
which shall be deemed incorporated into this Agreement, to reflect changes in
the identities of the Lenders and adjustments of their respective Commitments
and/or Pro Rata Shares resulting from any such removal or replacement.

         (b) In order to make all the Lenders' interests in any outstanding
Credit Extensions ratable in accordance with any revised Pro Rata Shares after
giving effect to the removal or replacement of a Lender, the Borrower shall pay
or prepay, if necessary, on the effective date thereof, all outstanding
Revolving Loans of all Lenders, together with any amounts due under Section
3.05. The Borrower may then request Revolving Loans from the Lenders in
accordance with their revised Pro Rata Shares. The Borrower may net any payments
required hereunder against any funds being provided by any Lender or Eligible
Assignee replacing a terminating Lender. The effect for purposes of this
Agreement shall be the same as if separate transfers of funds had been made with
respect thereto.

         (c) This section shall supersede any provision in Section 10.01 to the
contrary.


                                       73
<PAGE>   79

         10.17 EXCEPTIONS TO COVENANTS. Neither the Borrower nor any Subsidiary
shall be deemed to be permitted to take any action or fail to take any action
which is permitted as an exception to any of the covenants contained herein or
which is within the permissible limits of any of the covenants contained herein
if such action or omission would result in the breach of any other covenant
contained herein.

         10.18 NO DUTIES OF DOCUMENTATION AGENT OR SYNDICATION AGENT. The
Borrower and the Lenders acknowledge that the Documentation Agent and the
Syndication Agent shall have no duties, responsibilities or liabilities in their
respective capacities as Documentation Agent and Syndication Agent.

         10.19 EFFECTIVE DATE. Notwithstanding the date of this Agreement or any
other Loan Document, this Agreement and the other Loan Documents shall become
effective on December 5, 2000.

         10.20 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT EACH PARTY SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS
SITTING IN DALLAS COUNTY, TEXAS OR OF THE UNITED STATES FOR THE DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE
ADMINISTRATIVE Agent AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

         10.21 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE


                                       74
<PAGE>   80

WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.22 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                                       75
<PAGE>   81

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                       ELCOR CORPORATION



                                       By:
                                             ----------------------------------
                                             Richard J. Rosebery
                                             Vice Chairman, Chief Financial
                                             Officer and Administrative Officer


                                       BANK OF AMERICA, N.A., as
                                       Administrative Agent



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


                                       BANK OF AMERICA, N.A., as a Lender, L/C
                                       Issuer and Swing Line Lender



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


                                       BANK ONE, TEXAS, N.A., as a Lender and
                                       Documentation Agent



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



                                       76
<PAGE>   82



                                       FIRST UNION NATIONAL BANK, N.A., as a
                                       Lender and Syndication Agent



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



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



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


                                       THE FROST NATIONAL BANK, as a Lender



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


                                       COMERICA BANK-TEXAS, as a Lender



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



                                       77
<PAGE>   83

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES


<TABLE>
<CAPTION>
                      LENDER                                    COMMITMENT                     PRO RATA SHARE
                      ------                                    ----------                     --------------
<S>                                                            <C>                             <C>
Bank of America, N.A.                                          $ 50,000,000                     28.571428571%
First Union National Bank, N.A.                                $ 32,500,000                     18.571428571%
Bank One, Texas, N.A.                                          $ 32,500,000                     18.571428571%
Comerica Bank-Texas                                            $ 25,000,000                     14.285714286%
The Frost National Bank                                        $ 20,000,000                     11.428571429%
The Bank of Tokyo-Mitsubishi, Ltd.                             $ 15,000,000                      8.571428572%
         TOTAL
                                                               $175,000,000                    100.000000000%
</TABLE>

<PAGE>   84

                                                                   SCHEDULE 2.03


                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
                AMOUNT                         BENEFICIARY                                     EXPIRATION DATE
                ------                         -----------                                     ---------------
<S>                                      <C>                                                 <C>
             $1,300,000.00               Hartford Fire Insurance                              November 29, 2001
             $  905,000.00               Pacific Employers Insurance                          December 30, 2000
             $  477,250.00               Commonwealth of Pennsylvania                          March 10, 2001
</TABLE>

<PAGE>   85

                                                                   SCHEDULE 5.06

                                   LITIGATION

The information in this schedule is confidential and has been omitted.


<PAGE>   86


                                                                   SCHEDULE 5.09


                              ENVIRONMENTAL MATTERS

The information in this schedule is confidential and has been omitted.



<PAGE>   87


                                                                   SCHEDULE 5.13


                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS


The information in this schedule is confidential and has been omitted.



<PAGE>   88

                                                                   SCHEDULE 7.01


                                 EXISTING LIENS

                                  CONFIDENTIAL

         The following is Schedule 7.01 to the Credit Agreement (herein so
called) dated November 30, 2000, among Elcor Corporation (the "Company"),
certain lenders, Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer, Bank One, Texas, N.A., as Documentation Agent, and First
Union Bank, as Syndication Agent. Terms used but not defined in this Schedule
will have the meanings assigned to them in the Credit Agreement.

         As of the date hereof, the following are Liens described in Section
7.01(g) of the Credit Agreement:

         NONE.

<PAGE>   89


                                                                  SCHEDULE 10.02


                    EURODOLLAR AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

Elcor Corporation
Wellington Center, Suite 1000
14643 Dallas Parkway
Dallas, Texas 75240-8871
Attn:    Harold R. Beattie, Jr.
         Vice President, Finance & Treasurer
         Telephone: (972) 851-0523
         Facsimile: (972) 851-0550
         Electronic Mail: hbeattie@elcor.com

With a copy to:

GENERAL COUNSEL

BANK OF AMERICA
Administrative Agent's Office and Bank of America's Lending Office
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
901 Main Street
Mail Code:  TX1-492-14-14
Dallas, Texas 75202
Attention:  Monica Barnes
         Telephone: (214) 209-9289
         Facsimile: (214) 209-9442
         Electronic Mail:  monica.t.barnes@bankofamerica.com
Account No.:  129-2000-883
Ref:  Elcor Corporation
ABA# 111000012

L/C Issuer:
Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code:  CA9-703-19-23
Los Angeles, CA 90017-1466
Attention:  Sandra Leon
            Vice President
            Telephone:  213.345.5231
            Facsimile:  213.345.6694
            Electronic Mail:  Sandra.Leon@bankofamerica.com


<PAGE>   90

Other Notices as Administrative Agent:
Bank of America, N.A.
Agency Management
231 South LaSalle Street
Mail Code:  IL1-231-08-30
Chicago, Illinois 60195
Attention:  David A. Johanson
            Vice President
            Telephone:  (312) 828-7933
            Facsimile:  (877) 206-8410
            Electronic Mail:  david.johanson@bankofamerica.com

Other Notices as a Lender:
Bank of America, N.A.
901 Main Street
Mail Code:  TX1-492-07-04
Dallas, Texas 75202
Attention:  Curtis Anderson
            Telephone:  (214) 209-0310
            Facsimile:  (214) 209-3140
            Electronic Mail:  curtis.anderson@bankofamerica.com

BANK ONE, TEXAS, N.A.
Requests for Credit Extensions:
1717 Main Street, 4th Floor
Mail Code:  TX1-2454
Dallas, Texas 75201
Attn:    Michael Liska
         Operations Officer
         Telephone:  (214) 290-2454
         Facsimile:  (214) 290-3930
         Electronic Mail: keven_d_smith@bankone.com
         Account No.  243 2652 12 Account Name:  LS2 Incoming Wiring ACCT
         Ref:     Elcor Corporation
         ABA#     111 000 614

Notices (other than Requests for Credit Extensions):
1717 Main Street, 3rd Floor
Mail Code:  TX1-2436
Dallas, Texas 75201
Attn:    Keven Smith
         Underwriter
         Telephone:  (214) 290-2419
         Facsimile:  (214) 290-2765
         Electronic Mail: michael_p_liska@bankone.com


<PAGE>   91


FIRST UNION NATIONAL BANK, N.A.
Requests for Credit Extensions:
201 South College Street
CP 2420
Charlotte, North Carolina 28288
Attn:    Lisa White
         Loan Portfolio Analyst
         Telephone:  (704) 374-4426
         Facsimile:  (704) 374-2802
         Electronic Mail:  lisa.white@capmark.funb.com
         Account No.  1459168107013    Account Name:  Diversified Manufacturing
         Ref:  Elcor Corporation       Attn:  Lisa White
         ABA#  053 000219

Notices (other than Requests for Credit Extensions):
201 South College Street, 6th Floor
Charlotte, North Carolina 28288
Attn:    David Hauglid
         Vice President
         Telephone:  (704) 383-3544
         Facsimile:  (704) 715-1117
         Electronic Mail:  david.hauglid@funb.com

THE BANK OF TOKYO-MITSUBISHI, LTD.
Requests for Credit Extensions:
1100 Louisiana, Suite 2800
Houston, Texas 77002
Attn:    Nadra Brier
         Admin.
         Telephone:  (713) 655-3847
         Facsimile:  (713) 658-0116
         Electronic Mail: nbreir@btmna.com
         Account No.  30001710         Account Name:  BTM-Houston Agency
         Ref:
         ABA#  0260-0963-2

Notices (other than Requests for Credit Extensions):
2001 Ross Avenue, Suite 3150
Dallas, Texas 75201
Attn:    Doug Barnell
         Vice President
         Telephone:  (214) 954-1200, ext. 105
         Facsimile:  (214) 954-1007
         Electronic Mail:  dbarnell@btmny.com


<PAGE>   92

THE FROST NATIONAL BANK
Requests for Credit Extensions:
100 West Houston
San Antonio, Texas 78205
Attn:    Janice Hill
         Admin. Officer
         Telephone:  (210) 220-4235
         Facsimile:  (210) 220-4389
         Electronic Mail: jhill@frostbank.com
         Account No.  8338550          Account Name:  Elcor Corporation
         Ref:                                         Attn: Janice Hill
         ABA#  114-000-093

Notices (other than Requests for Credit Extensions):
2727 North Harwood, 10th Floor
Dallas, Texas 75248
Attn:    David L. Perdue
         Senior Vice President
         Telephone:  (214) 515-4908
         Facsimile:  (214) 515-4955
         Electronic Mail:  dave.perdue@frostbank.com

COMERICA BANK-TEXAS
Requests for Credit Extensions:
8850 Boedeker, 4th Floor
Dallas, Texas 75225
Attn:    Joan Hank
         Lending Assistant
         Telephone:  (214) 890-5123
         Facsimile:  (214) 890-5186
         Electronic Mail: joan_e_hank@comerica.com
         Account No.  21585-90010      Account Name:  Commercial Loan Servicing
         Ref:     Elcor Corporation Obligor #1397885168
         ABA#     111000753

Notices (other than Requests for Credit Extensions):
8850 Boedeker, 4th Floor
Dallas, Texas 75225
Attn:    Matt Love
         Corporate Banking Officer
         Telephone:  (214) 890-5146
         Facsimile:  (214) 890-5186
         Electronic Mail:  matt_g_love@comerica.com


<PAGE>   93

                                                                       EXHIBIT A

                          FORM OF REVOLVING LOAN NOTICE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of
___________, 2000 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Elcor Corporation (the
"Borrower"), the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

         The undersigned hereby requests (select one):

         [ ]  A Borrowing of Revolving Loans   [ ] A conversion or continuation
                                                   of Revolving Loans

         1.       On                                   (a Business Day).
                     ---------------------------------

         2.       In the amount of $                                  .
                                    ----------------------------------
         3.       Comprised of                                        .
                               ---------------------------------------
                                [Type of Revolving Loan requested]

         4.       For Eurodollar Rate Loans:  with an Interest Period of
                         months.
                  ------

         [The Revolving Borrowing requested herein complies with the proviso to
the first sentence of Section 2.01 of the Agreement.]


                                      [BORROWER]



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


                                 Exhibit A - 1
<PAGE>   94


                                                                       EXHIBIT B

                         FORM OF SWING LINE LOAN NOTICE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Swing Line Lender
         Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of
____________, 2000 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Elcor Corporation (the
"Borrower"), the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

         The undersigned hereby requests a Swing Line Loan:

         1.       On                                         (a Business Day).
                     ----------------------------------------

         2.       In the amount of $                                  .
                                    ----------------------------------

         The Swing Line Borrowing requested herein complies with the
requirements of the first proviso to the first sentence of Section 2.04(a) of
the Agreement.


                                      [BORROWER]



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


                                 Exhibit B - 1
<PAGE>   95


                                                                       EXHIBIT C


                           FORM OF REVOLVING LOAN NOTE

$
 ----------------------

         FOR VALUE RECEIVED, ELCOR CORPORATION, a Delaware corporation (the
"Borrower"), hereby promises to pay to the order of ___________________________
(the "Lender"), on the Maturity Date (as defined in the Credit Agreement
referred to below) the principal amount of __________________Dollars
($____________), or such lesser principal amount of Revolving Loans (as defined
in such Credit Agreement) due and payable by the Borrower to the Lender on the
Maturity Date under that certain Credit Agreement, dated as of
__________________, 2000 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

         The Borrower promises to pay interest on the unpaid principal amount of
each Revolving Loan from the date of such Revolving Loan until such principal
amount is paid in full, at such interest rates, and at such times as are
specified in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent's Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

         This Note is one of the Revolving Loan Notes referred to in the
Agreement, is entitled to the benefits thereof and is subject to optional and
mandatory prepayment in whole or in part as provided therein. This Note is also
entitled to the benefits of the Guaranty. Upon the occurrence of one or more of
the Events of Default specified in the Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and
payable all as provided in the Agreement. Revolving Loans made by the Lender
shall be evidenced by one or more loan accounts or records maintained by the
Lender in the ordinary course of business. The Lender may also attach schedules
to this Note and endorse thereon the date, amount and maturity of its Revolving
Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand, intent
to accelerate, acceleration, dishonor and non-payment of this Note.


                                 Exhibit C - 1
<PAGE>   96

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS.


                                      ELCOR CORPORATION



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


                                 Exhibit C - 2

<PAGE>   97

                REVOLVING LOANS AND PAYMENTS WITH RESPECT THERETO


<TABLE>
<CAPTION>
                                                                AMOUNT OF        OUTSTANDING
                                                              PRINCIPAL OR       PRINCIPAL
           TYPE OF LOAN  AMOUNT OF LOAN   END OF INTEREST    INTEREST PAID      BALANCE THIS
  DATE         MADE           MADE             PERIOD          THIS DATE            DATE        NOTATION MADE BY
  ----     ------------  --------------   ---------------     ------------      ------------    -----------------
<S>        <C>           <C>              <C>                 <C>               <C>             <C>
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
----------  ----------     ----------       ----------         ----------        ----------        ----------
</TABLE>


                                 Exhibit C - 3

<PAGE>   98

                                                                       EXHIBIT D

                             FORM OF SWING LINE NOTE


$10,000,000

         FOR VALUE RECEIVED, ELCOR CORPORATION (the "Borrower"), hereby promises
to pay to the order of BANK OF AMERICA, N.A. ("Swing Line Lender"), on the date
when due in accordance with the Credit Agreement referred to below, the
aggregate principal amount of each Swing Line Loan from time to time made by the
Swing Line Lender to the Borrower under that certain Credit Agreement, dated as
of ____________, 2000 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among the Borrower, the Lenders
from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender.

         The Borrower promises to pay interest on the unpaid principal amount of
each Swing Line Loan from the date of such Swing Line Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement.

         All payments of principal and interest shall be made to the Swing Line
Lender in Dollars in immediately available funds at its Lending Office.

         If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof
until the date of actual payment (and before as well as after judgment) computed
at the per annum rate set forth in the Agreement.

         This Note is the Swing Line Note referred to in the Agreement, is
entitled to the benefits thereof and is subject to optional and mandatory
prepayment in whole or in part as provided therein. This Note is also entitled
to the benefits of the Guaranty. Upon the occurrence of one or more of the
Events of Default specified in the Agreement, all amounts then remaining unpaid
on this Note shall become, or may be declared to be, immediately due and payable
all as provided in the Agreement. Swing Line Loans made by the Swing Line Lender
shall be evidenced by one or more loan accounts or records maintained by Swing
Line Lender in the ordinary course of business. The Swing Line Lender may also
attach schedules to this Note and endorse thereon the date, amount and maturity
of the Swing Line Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand, intent
to accelerate, acceleration, dishonor and non-payment of this Note.


                                 Exhibit D - 1

<PAGE>   99

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS.


                                      ELCOR CORPORATION



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


                                  Exhibit D - 2

<PAGE>   100


               SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO
<TABLE>
<CAPTION>

                                              AMOUNT OF PRINCIPAL OR        OUTSTANDING PRINCIPAL
       DATE           AMOUNT OF LOAN MADE    INTEREST PAID THIS DATE          BALANCE THIS DATE            NOTATION MADE BY
       ----           -------------------    -----------------------        ---------------------          ----------------
<S>                   <C>                       <C>                          <C>                          <C>
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
  ----------------     ----------------         -----------------            ------------------           -----------------
</TABLE>

                                  Exhibit D-3
<PAGE>   101


                                                                       EXHIBIT E
                         FORM OF COMPLIANCE CERTIFICATE

                                          Financial Statement Date:
                                                                   -------------

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of
____________, 2000 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Elcor Corporation (the
"Borrower"), the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

         The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the __________ of the Borrower, and that, as such, he/she
is authorized to execute and deliver this Certificate to the Administrative
Agent on the behalf of the Borrower, and that:

  [Use following for fiscal YEAR-END financial statements]

         1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Borrower ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

[Use following for fiscal QUARTER-END financial statements]

         1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Borrower ended as of the above date. Such financial statements fairly present
the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of
footnotes.

         2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

         3. A review of the activities of the Borrower during such fiscal period
has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Borrower performed and
observed all its Obligations under the Loan Documents, and

[SELECT ONE:]


                                 Exhibit E - 1

<PAGE>   102

         [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD,
THE BORROWER PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN
DOCUMENTS APPLICABLE TO IT.]

--OR--
         [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR
OBSERVED AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT OR EVENT OF DEFAULT
AND ITS NATURE AND STATUS:]

         4. The financial covenant analyses and information set forth on
Schedule 2 attached hereto are true and accurate on and as of the date of this
Certificate.


         IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of _________, __________.


                                      ELCOR CORPORATION



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


                                 Exhibit E - 2

<PAGE>   103

        For the Quarter/Year ended                    ("Statement Date")
                                   -------------------

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)


<TABLE>
<S>                                                                              <C>
I.       LEVERAGE RATIO - FOR DETERMINATION OF APPLICABLE RATE

         A.       Consolidated EBITDA for four consecutive fiscal quarters
                  ending on above date ("Subject Period":

                  1.       Consolidated Adjusted Net Income for Subject Period:  $__________

                  2.       Consolidated Interest Expense for Subject Period:     $__________

                  3.       Provision for income taxes for Subject Period:        $__________

                  4.       Depreciation expenses and Amortization expenses for
                           intangibles for Subject Period:                       $__________

                  5.       Trailing 4 fiscal quarters of Consolidated EBITDA of
                           assets acquired during Subject Period                 $__________

                  6.       Trailing 4 fiscal quarters of Consolidated EBITDA of
                           assets disposed of during Subject Period              $__________

                  7.       Consolidated EBITDA (Lines I.A 1+2+3+4+5+6)           $__________

         B.       Consolidated Funded Indebtedness at Statement Date:            $__________

         C.       Leverage Ratio (Line I.A.7 / Line I.B.)                        $__________

II.      SECTION 7.05 - RESTRICTED PAYMENTS.

         A.       Base                                                           $15,000,000

         B.       35% of cumulative Consolidated Net Income (100% in case of
                  a deficit) commencing July 1, 2000                             $__________

         C.       Amounts received from sale or disposition of Capital Stock
                  acquired in a Treasury Stock Purchase                          $__________

         D.       Amount Available for Restricted Payments (Lines II.A.+
                  (or minus if a deficit) II.B. + II.C.)                         $__________

         E.       Restricted Payments made during term of Agreement              $__________

         F.       Excess Available for Restricted Payments (Line II.D. -
                  II.E.)                                                         $__________

III.     SECTION 7.12(a) - CONSOLIDATED NET WORTH.

         A.       Actual Consolidated Net Worth at Statement Date:               $__________
</TABLE>


                                 Exhibit E - 3
<PAGE>   104

<TABLE>
<S>                                                                              <C>
         B.       65% of Consolidated Net Income for each fiscal quarter
                  ending after June 30, 2000 (no reduction for losses):          $__________

         C.       100% of increases in Shareholders' Equity after date of
                  Agreement from issuance and sale of capital stock (including
                  from conversion of debt securities, but excluding treasury
                  stock):                                                        $__________

         D.       Minimum required Consolidated Net Worth (Lines III.B + III.C
                  plus -$135,000,000):                                           $__________

         E.       Excess (deficient) for covenant compliance (Line III.A -
                  III.D):                                                        $__________

IV.      SECTION 7.13(b) - INTEREST COVERAGE RATIO.

         A.       Consolidated EBIT for four consecutive fiscal quarters ending on above date
                  ("Subject Period"):

                  1.       Consolidated Adjusted Net Income for Subject Period:  $__________

                  2.       Consolidated Interest Expense for Subject Period:     $__________

                  3.       Provision for income taxes for Subject Period:        $__________

                  4.       Consolidated EBIT (Lines IV.A.1 + 2 + 3):             $__________

         B.       Consolidated Interest Charges for Subject Period:              $__________

         C.       Interest Coverage Ratio (Line IV.A.4) / (Line IV.B):            ______ to 1
</TABLE>

<TABLE>
<CAPTION>

             Minimum required:
                                                            MINIMUM INTEREST
             FISCAL QUARTERS ENDING                          COVERAGE RATIO
             ----------------------                         ----------------
<S>                                                         <C>
             Closing Date through 3/31/02                      3.00 to 1
             6/30/02 and each fiscal quarter thereafter        3.50 to 1
</TABLE>

<TABLE>
<S>                                                                             <C>
V.       SECTION 7.13(c) - CAPITALIZATION RATIO.

         A.       Consolidated Funded Indebtedness at Statement Date:            $__________

         B.       Capitalization:                    :                           $__________

                  1.       Consolidated Funded Indebtedness at Statement Date:   $__________

                  2.       Consolidated Net Worth (Line III.A. above):           $__________

                  3.       Capitalization (Lines V.B.1+2):                       $__________

         C.       Capitalization Ratio (Line V.A) / (Line V.B.3):                 _____ to 1
</TABLE>


                                 Exhibit E - 4
<PAGE>   105


<TABLE>
<S>                                                 <C>
         Maximum allowed:                            0.45 to 1
</TABLE>


                                 Exhibit E - 5
<PAGE>   106

                                                                       EXHIBIT F

                        FORM OF ASSIGNMENT AND ACCEPTANCE

         Reference is made to that certain Credit Agreement, dated as of
___________, 2000 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among Elcor Corporation, a
Delaware corporation (the "Borrower"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender.

         The assignor identified on the signature page hereto (the "Assignor")
and the assignee identified on the signature page hereto (the "Assignee") agree
as follows:

         1. (a) Subject to paragraph 11, effective as of the date specified on
Schedule 1 hereto (the "Effective Date"), the Assignor hereby irrevocably sells
and assigns to the Assignee without recourse to the Assignor, and the Assignee
hereby irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, the interest described on Schedule 1 hereto (the "Assigned
Interest") in and to the Assignor's rights and obligations under the Agreement.

         (b) From and after the Effective Date, (i) the Assignee shall be a
party under the Agreement and will have all the rights and obligations of a
Lender for all purposes under the Loan Documents to the extent of the Assigned
Interest and be bound by the provisions thereof, and (ii) the Assignor shall
relinquish its rights and be released from its obligations under the Agreement
to the extent of the Assigned Interest. The Assignor and/or the Assignee, as
agreed by the Assignor and the Assignee, shall deliver, in immediately available
funds, any applicable assignment fee required under Section 10.07(b) of the
Agreement.

         2. On the Effective Date, the Assignee shall pay to the Assignor, in
immediately available funds, an amount equal to the purchase price of the
Assigned Interest as agreed upon by the Assignor and the Assignee.

         3. From and after the Effective Date, the Administrative Agent shall
make all payments under the Agreement and the Notes, if any, in respect of the
Assigned Interest (including all payments of principal, interest and fees with
respect thereto) to the Assignee. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Agreement and such Notes, if any,
for periods prior to the Effective Date directly between themselves.

         4.       The Assignor represents and warrants to the Assignee that:

                  (a) The Assignor is the legal and beneficial owner of the
         Assigned Interest, and the Assigned Interest is free and clear of any
         adverse claim;

                  (b) the Assigned Interest listed on Schedule 1 accurately and
         completely sets forth the Outstanding Amount of all Loans and L/C
         Obligations relating to the Assigned Interest as of the Effective Date;


                                 Exhibit F - 1
<PAGE>   107

                  (c) it has the power and authority and the legal right to
         make, deliver and perform, and has taken all necessary action, to
         authorize the execution, delivery and performance of this Assignment
         and Acceptance, and any and all other documents delivered by it in
         connection herewith and to fulfill its obligations under, and to
         consummate the transactions contemplated by, this Assignment and
         Acceptance and the Loan Documents, and no consent or authorization of,
         filing with, or other act by or in respect of any Governmental
         Authority, is required in connection in connection herewith or
         therewith; and

                  (d) this Assignment and Acceptance constitutes the legal,
         valid and binding obligation of the Assignor.

         The Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Affiliates or the performance by the Borrower or any of its Affiliates of
their respective obligations under the Loan Documents, and assumes no
responsibility with respect to any statements, warranties or representations
made under or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document
other than as expressly set forth above.

         5. The Assignee represents and warrants to the Assignor and the
Administrative Agent that:

                  (e) the Assignee has received a copy of the Agreement,
         together with copies of the most recent financial statements of the
         Borrower delivered pursuant thereto, and such (a) it is an Eligible
         Assignee;

                  (b) it has the full power and authority and the legal right to
         make, deliver and perform, and has taken all necessary action, to
         authorize the execution, delivery and performance of this Assignment
         and Acceptance, and any and all other documents delivered by it in
         connection herewith and to fulfill its obligations under, and to
         consummate the transactions contemplated by, this Assignment and
         Acceptance and the Loan Documents, and no consent or authorization of,
         filing with, or other act by or in respect of any Governmental
         Authority, is required in connection in connection herewith or
         therewith;

                  (c) this Assignment and Acceptance constitutes the legal,
         valid and binding obligation of the Assignee;

                  (d) under applicable Laws no tax will be required to be
         withheld by the Administrative Agent or the Borrower with respect to
         any payments to be made to the Assignee hereunder or under any Loan
         Document, and unless otherwise indicated in the space opposite the
         Assignee's signature below, no tax forms described in Section 10.15 of
         the Agreement are required to be delivered by the Assignee; and


                                 Exhibit F - 2
<PAGE>   108

                  other documents and information as it has deemed appropriate
         to make its own credit analysis and decision to enter into this
         Assignment and Acceptance. The Assignee has independently and without
         reliance upon the Assignor or the Administrative Agent and based on
         such information as the Assignee has deemed appropriate, made its own
         credit analysis and decision to enter into this Assignment and
         Acceptance. The Assignee will, independently and without reliance upon
         the Administrative Agent or any Lender, and based upon such documents
         and information as it shall deem appropriate at the time, continue to
         make its own credit decisions in taking or not taking action under the
         Agreement.

         6. The Assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Agreement, the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto.

         7. If either the Assignee or the Assignor desires a Note to evidence
its Loans, it shall request the Administrative Agent to procure a Note from the
Borrower.

         8. The Assignor and the Assignee agree to execute and deliver such
other instruments, and take such other action, as either party may reasonably
request in connection with the transactions contemplated by this Assignment and
Acceptance.

         9. This Assignment and Acceptance shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns;
provided, however, that the Assignee shall not assign its rights or obligations
hereunder without the prior written consent of the Assignor and any purported
assignment, absent such consent, shall be void.

         10. This Assignment and Acceptance may be executed by facsimile
signatures with the same force and effect as if manually signed and may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Assignment and Acceptance shall be governed by and construed in accordance with
the laws of the state specified in the Section of the Agreement entitled
"Governing Law."

         11. The effectiveness of the assignment described herein is subject to:

         (a) if such consent is required by the Agreement, receipt by the
Assignor and the Assignee of the consent of the Administrative Agent, the L/C
Issuer and the Swing Line Lender and/or the Borrower to the assignment described
herein. By delivering a duly executed and delivered copy of this Assignment and
Acceptance to the Administrative Agent, the Assignor and the Assignee hereby
request any such required consent and request that the Administrative Agent
register the Assignee as a Lender under the Agreement effective as of the
Effective Date; and

         (b) receipt by the Administrative Agent of (or other arrangements
acceptable to the Administrative Agent with respect to) any applicable
assignment fee referred to in Section 10.07(b) of the Agreement and any tax
forms required by Section 10.15 of the Agreement.


                                 Exhibit F - 3
<PAGE>   109

         By signing below, the Administrative Agent agrees to register the
Assignee as a Lender under the Agreement, effective as of the Effective Date
with respect to the Assigned Interest, and will adjust the registered Pro Rata
Share of the Assignor under the Agreement to reflect the assignment of the
Assigned Interest.

         12. Attached hereto as Schedule 2 is all contact, address, account and
other administrative information relating to the Assignee.

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


                                    ASSIGNOR:

                                    [NAME OF ASSIGNOR]



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


                                    ASSIGNEE:

                                    [NAME OF ASSIGNEE]


[ ]  Tax forms required by
     Section 10.15 of the Agreement
     included



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


(Signatures continue)


                                 Exhibit F - 4
<PAGE>   110


In accordance with and subject to Section 10.07 of the Credit Agreement, the
undersigned consent to the foregoing assignment as of the Effective Date:

ELCOR CORPORATION





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


BANK OF AMERICA, N.A.,
as Administrative Agent, L/C Issuer and
Swing Line Lender



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


                                 Exhibit F - 5
<PAGE>   111


                                         SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE

                              THE ASSIGNED INTEREST

EFFECTIVE DATE:
                ------------------------

<TABLE>
<CAPTION>
                                          TYPE AND AMOUNT OF OUTSTANDING
        ASSIGNED COMMITMENT                     OBLIGATIONS ASSIGNED                ASSIGNED PRO RATA SHARE
        -------------------               ------------------------------            -----------------------
<S>                                       <C>                                       <C>
         $                                 [type] $                                                      %
          ----------------                         -------------------               --------------------
</TABLE>



                                 Schedule 1 - 1
<PAGE>   112

                                         SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE


                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)