<PAGE>
                                                                     EXHIBIT 4.4


                                 AMENDMENT NO. 1

         This Amendment No. 1 dated as of May 17, 2002 ("Amendment") is among
Weatherford International, Inc., a Delaware corporation (the "U.S. Borrower"),
Weatherford Canada Ltd., an Alberta corporation (the "Canadian Borrower" and,
together with the U.S. Borrower, the "Borrowers"), Weatherford International
Ltd., a Bermuda exempted company (the "Bermuda Parent"), the lenders from time
to time party to the Credit Agreement described below ("Lenders"), JPMorgan
Chase Bank, as administrative agent for the U.S. Lenders (the "U.S.
Administrative Agent"), The Bank of Nova Scotia, as documentation agent for the
Lenders and as agent for the Canadian Lenders (the "Canadian Agent" and,
together with the U.S. Administrative Agent, the "Agents").

                                  INTRODUCTION

         A. The Borrowers, the Agents, and the Lenders are parties to the Credit
Agreement dated as of May 27, 1998 (the "Credit Agreement").

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

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

         THEREFORE, the Borrowers, the Bermuda Parent, the Agents, and the
Lenders hereby agree as follows:

         Section 1. Definitions. Unless otherwise defined in this Amendment,
terms used in this Amendment which are defined in the Credit Agreement shall
have the meanings assigned to such terms in the Credit Agreement.

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

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

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

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

                  "Borrower Obligations" means the Obligations of the Borrowers.



<PAGE>

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

                  "Guaranteed Obligations" has the meaning specified in Section
         11.01.

                  "Guaranty" means the guaranty contained in Article XI.

                  "2002 Merger Date" means the date upon which, pursuant to the
         Agreement and Plan of Merger among the Bermuda Parent, the U. S.
         Borrower, U. S. Holdings, and Weatherford Merger Inc., becomes
         effective in accordance with its terms.

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

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

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

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



                                      -2-
<PAGE>

         nomination for election was previously so approved) cease for any
         reason to constitute a majority of the Board of Directors of the
         Bermuda Parent, U.S. Holdings, or the U.S. Borrower, as applicable,
         then in office.

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

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

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

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

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



                                      -3-
<PAGE>

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

                  "Obligors" means each Borrower and each Guarantor of the
         Guaranteed Obligations.

                  "Permitted Liens" means, without duplication,

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

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

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

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

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

(f) judgment and attachment Liens not giving rise to an Event of Default or
Liens created by or existing from any litigation or legal proceeding that are
currently being contested in good faith by appropriate proceedings, promptly
instituted and diligently conducted, and for which adequate reserves have been
made to the extent required by GAAP;

(g) Liens on the assets of any entity or asset existing at the time such asset
or entity is acquired by the Bermuda Parent or any of its Subsidiaries, whether
by merger, consolidation, purchase of assets or otherwise; provided that such
Liens (i) are not created,



                                      -4-
<PAGE>

incurred or assumed by such entity in contemplation of such entity's being
acquired by Bermuda Parent or any of its Subsidiaries; (ii) do not extend to any
other assets of the Bermuda Parent or any of its Subsidiaries; and (iii) the
Indebtedness secured by such Lien is permitted pursuant to this Agreement;

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

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

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

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

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

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

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

(o) Liens granted or Letters of Credit issued in connection with the obligations
of Grant Prideco, Inc. incurred in connection with the TBT Leases.

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

         (e) In the definition of "Commitment Fee Percentage", the words "U.S.
Borrower's Debt Rating" and "U.S. Borrower Debt Rating" shall be replaced with
the words "Debt Rating".

         (f) In the definition of "consolidated", the words "U.S. Borrower"
shall be replaced with the words "another Person for whom consolidated financial
statements are to be prepared".



                                      -5-
<PAGE>

         (g) The first sentence of the definition of "Consolidated Net Income"
is amended to replace the words "of the U.S. Borrower means, for any period, the
net income or loss of the U.S. Borrower" with the words "means, for any Person,
for any period, the net income or loss of such Person". In clauses (c) and (d)
of the definition of "Consolidated Net Income", the words "the U.S. Borrower"
shall be replaced with the words "such applicable Person".

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

         (i) In the definition of "Margin Percentage", the words "U.S. Borrower
Debt Rating" shall be replaced with the words "Debt Rating".

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

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

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

         (m) The words "U.S. Borrower" in the term "U.S. Borrower Debt Rating"
shall be deleted and in the resulting definition of "Debt Rating", the words "or
the Bermuda Parent" shall be inserted after the first instance of the words
"U.S. Borrower", and the words "or the Bermuda Parent, as applicable" shall be
inserted after the second such instance.

         (n) In the first sentence of Section 1.03, the words "by the U.S.
Borrower or the Canadian Borrower, as the case may be," shall be deleted.

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

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

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

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

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

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



                                      -6-
<PAGE>

         Section 3. Representations and Warranties of the U.S Borrower, Canadian
Borrower, and Bermuda Parent. The U.S. Borrower, the Canadian Borrower, and the
Bermuda Parent represent and warrant to the Agents and the Lenders that:

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

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

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

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

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

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

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

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

         (d) the Agreement and Plan of Merger (the "Merger Agreement"), among
the Bermuda Parent, the U.S. Borrower, U.S. Holdings, and Weatherford Merger
Inc., a Delaware



                                      -7-
<PAGE>

corporation, has become effective in accordance with its terms, and the
Reorganization contemplated therein has been consummated.

         Section 6. Effect on Loan Documents.

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

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

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

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

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



                                      -8-
<PAGE>




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

                                         WEATHERFORD INTERNATIONAL, INC.


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




<PAGE>


                                    WEATHERFORD CANADA LTD.


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





<PAGE>


                                         WEATHERFORD INTERNATIONAL LTD.


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




<PAGE>


                                       JPMORGAN CHASE BANK, as U.S.
                                       Administrative Agent and as a U.S. Lender


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



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









<PAGE>


                                        THE BANK OF NOVA SCOTIA, as Canadian
                                        Agent, as Documentation Agent, as a U.S.
                                        Lender and as a Canadian Lender


                                        By:      /s/ R.B. CRATH
                                           -------------------------------------
                                        Name:    R.B. Crath
                                             -----------------------------------
                                        Title:   Director
                                              ----------------------------------


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






<PAGE>


                                        ABN AMRO BANK N.V., as Syndication Agent
                                        and as a U.S. Lender



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


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





<PAGE>


                                        THE BANK OF NEW YORK, as a U.S. Lender


                                        By:      /s/ CRAIG J. ANDERSON
                                            -----------------------------------
                                        Name:    Craig J. Anderson
                                              ---------------------------------
                                        Title:   Vice President
                                              ---------------------------------

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


<PAGE>


                                        BANK ONE , NA, as a U.S.Lender


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

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


<PAGE>


                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION
                                        as a U.S. Lender


                                        By:      /s/ - illegible
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------



<PAGE>


                                        STANDARD CHARTERED BANK,
                                        as a U.S. Lender


                                        By:      /s/ RAGHUNANDAN MENON
                                            -----------------------------------
                                        Name:    Raghunandan Menon
                                             ----------------------------------
                                        Title:   Sr. Vice President
                                              ---------------------------------

                                        By:      /s/ PRADEEP IYER
                                           ------------------------------------
                                        Name:    Pradeep Iyer
                                             ----------------------------------
                                        Title:   Sr. Credit Officer
                                              ---------------------------------



<PAGE>


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


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





<PAGE>

                                                                       EXHIBIT A


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES


                  To induce the Lenders to enter into this Agreement and to make
the Loans and issue or participate in the Letters of Credit and accept and
purchase Bankers' Acceptances, each Obligor represents and warrants as to itself
and the Bermuda Parent and the U.S. Borrower represent and warrant as to
themselves and the other Obligors (such representations and warranties to
survive any investigation and the making of the Loans and the issuance of any
Letters of Credit and the acceptance and purchase of any Bankers' Acceptances)
to the Lenders and the Agents as follows:

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

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





<PAGE>

as to the enforceability of provisions for indemnification for violation of
applicable securities laws, limitations thereon arising as a matter of law or
public policy.

                  SECTION 6.03. Governmental Consents, Etc. No authorization,
consent, approval, license or exemption of or filing or registration with any
Governmental Authority, is necessary for the valid execution, delivery or
performance by any Obligor of any Loan Document to which it is a party, except
those that have been obtained and such matters relating to performance as would
ordinarily be done in the ordinary course of business after the Execution Date.

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

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

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

                  SECTION 6.07. Information; Financial Statements. All
information heretofore furnished by the U.S. Borrower and the Bermuda Parent to
the Agents or any Lender in connection with this Agreement, as affected by the
disclosures made herein, in the other Loan Documents and in the filings made by
the U.S. Borrower and the Bermuda Parent with the Securities and Exchange
Commission pursuant to the Exchange Act, did not as of the date thereof and will
not as of the date of the initial Credit Event hereunder, when read together and



                                      -2-
<PAGE>

taken as a whole, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not misleading in any material respect. As of any date prior to the 2002
Merger Date, there has been no material adverse change since December 31, 1997
in the financial condition, business or operations of the U.S. Borrower and its
Subsidiaries taken as a whole which could reasonably be expected to have a
Material Adverse Effect. As of the 2002 Merger Date or any date thereafter,
there has been no material adverse change since the 2002 Merger Date in the
financial condition, business or operations of the Bermuda Parent and its
Subsidiaries taken as a whole which could reasonably be expected to have a
Material Adverse Effect.

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

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

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

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

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



                                      -3-
<PAGE>

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

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

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

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

                  SECTION 6.13. Purpose of Loans. (a) All proceeds of the Loans
and Bankers' Acceptances will be used by a Borrower for the purposes set forth
in Section 2.08.

                   (b) None of the proceeds of the Loans under the 1998 Chase
Credit Agreement or this Agreement were or will be used directly or indirectly
for the purpose of buying or carrying any "margin stock" within the meaning of
Regulation G or Regulation U (herein called "margin stock") or for the purpose
of reducing or retiring any indebtedness (including the indebtedness repaid with
the proceeds of the loans made under the 1998 Chase Credit Agreement) which was
originally incurred to buy or carry a margin stock, or for any other purpose
which might constitute this transaction a "purpose" credit within the meaning of
Regulation G or Regulation U. Neither any Obligor nor any agent acting on its
behalf has taken or will take any action which might cause this Agreement or any
other Loan Document to violate



                                      -4-
<PAGE>

Regulation G, T, U or X, or any other regulation of the Board or to violate the
Exchange Act. Margin stock did not on the Execution Date, and does not
constitute more than 25% of the assets of the U.S. Borrower or any other
Obligor.

                  SECTION 6.14. Designation of this Agreement and the
Obligations. The Indebtedness evidenced by this Agreement constitutes a
refinancing of the 1996 Chase Credit Agreement which was subsequently refinanced
by the 1998 Chase Credit Agreement. This Agreement constitutes the "principal
bank credit agreement" of the U.S. Borrower, and the Obligations hereunder and
under the other Loan Documents constitute "Designated Senior Indebtedness" as
such phrases are used in the Debenture Indenture.

                  SECTION 6.15. Year 2000 Compliance. The U.S. Borrower has
developed a plan to ensure that the systems of the U.S. Borrower and its
Material Subsidiaries are compliant with the requirements to process
transactions in the year 2000. The U.S. Borrower and its Material Subsidiaries
plan to achieve year 2000 compliance through a combination of upgrading to new
releases of existing software and replacement of existing software with new
fully compliant systems by mid-1999. The expenses and capital expenditures of
the U.S. Borrower and its Material Subsidiaries associated with achieving year
2000 compliance would not reasonably be expected to have a Material Adverse
Effect. The U.S. Borrower and its Material Subsidiaries are currently gathering
information from their key suppliers, vendors and financial institutions
regarding year 2000 compliance.





                                      -5-
<PAGE>

                                                                       EXHIBIT B

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS


                  Each Obligor covenants and agrees for itself, and each of the
U.S. Borrower and the Bermuda Parent covenants and agrees with respect to the
Canadian Borrower and each of the other Obligors, that prior to the termination
of this Agreement it will duly and faithfully perform, and cause its respective
Subsidiaries to perform, each and all of the following covenants:

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

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

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

                  (c) As soon as available, and in any event within 120 days
after the close of each fiscal year, the consolidated balance sheet of the
Canadian Borrower and its consolidated Subsidiaries as at the end of such fiscal
year and the related consolidated unaudited statement of income, retained
earnings and cash flows for such fiscal year, and setting forth, in each case,
comparative consolidated figures for the prior fiscal year, all of which shall
be certified by a Responsible Officer of the Canadian Borrower.

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

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

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



<PAGE>

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

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

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

                  (f) At the time of the delivery of the financial statements
provided for (i) in Sections 7.01(a) and (b), a certificate of a Responsible
Officer of the U.S. Borrower and/or the Bermuda Parent, as applicable, in the
form of Exhibit 7.01 to the effect that no Default or Event of Default exists
or, if any Default or Event of Default does exist, specifying the nature and
extent thereof, which certificate shall also set forth calculations required to
establish whether the U.S. Borrower and/or the Bermuda Parent, as applicable,
was in compliance with the provisions of Article VIII as at the end of such
fiscal quarter or fiscal year, as the case may be and (ii) in Section 7.01(b),
to the extent there has been any change in the information previously furnished
to the Agents and the Lenders on Schedule 6.01, a revised Schedule 6.01.

                  (g) At the time of the delivery of the financial statements
provided for in Section 7.01(c), a certificate of a Responsible Officer of the
Canadian Borrower to the effect that no Default or Event of Default exists with
respect to the Canadian Borrower or, if any such Default or Event of Default
does exist, specifying the nature and extent thereof and the action that is
being taken or that is proposed to be taken with respect thereto.

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

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

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



                                      -2-
<PAGE>

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

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

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

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

                  SECTION 7.05. Existence. Except as expressly permitted
pursuant to Section 8.02, each Obligor will do all things necessary to preserve
and keep in full force and effect the corporate, partnership or other existence,
rights and franchises of such Obligor.

                  SECTION 7.06. ERISA Information and Compliance. Except with
respect to matters described in clauses (a), (c) and (d) below which would not
reasonably be expected to have a Material Adverse Effect, promptly furnish to
Agents: (a) immediately upon receipt, a copy of any notice of complete or
partial withdrawal liability under ERISA and any notice from the PBGC under
ERISA of an intent to terminate or appoint a trustee to administer any Plan, (b)
if requested by either Agent, promptly after the filing thereof with the United
States Secretary of Labor or the PBGC or the Internal Revenue Service or any
Governmental Authority having jurisdiction under Canadian Pension Legislation,
copies of each annual and other report with respect to each Plan or any trust
created thereunder, (c) immediately upon becoming aware of the



                                      -3-
<PAGE>

occurrence of any Reportable Event, or of any "prohibited transaction", as such
term is defined in Section 4975 of the Code, in connection with any Plan or any
trust created thereunder, a written notice signed by a Responsible Officer of
the applicable Borrower or the applicable ERISA Affiliate specifying the nature
thereof, what action the applicable Borrower or the applicable ERISA Affiliate
is taking or proposes to take with respect thereto, and, when known, any action
taken by the PBGC, the Internal Revenue Service, the Department of Labor or any
other applicable Governmental Authority with respect thereto, (d) promptly after
the filing or receiving thereof by either Borrower or any ERISA Affiliate, any
notice of the institution of any proceedings or other actions which may result
in the termination of any Plan, and (e) each request for waiver of the funding
standards or extension of the amortization periods required by ERISA or Section
412 of the Code or Canadian Pension Legislation promptly after the request is
submitted by Borrower or any ERISA Affiliate to the Secretary of the Treasury,
the Department of Labor, the Internal Revenue Service or any other applicable
Governmental Authority. Each Borrower covenants that it shall and shall cause
each ERISA Affiliate to comply, with respect to each Plan and Multiemployer
Plan, with all applicable provisions of ERISA, the Code and Canadian Pension
Legislation, except to the extent that any failure to comply would not
reasonably be expected to have a Material Adverse Effect.

                  SECTION 7.07. Capital Adequacy. If any Lender shall have
determined that the adoption after the Effective Date or effectiveness after the
Effective Date (whether or not previously announced) of any applicable law,
rule, regulation or treaty regarding capital adequacy, or any change therein
after the Effective Date, or any change in the interpretation or administration
thereof after the Effective Date by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender with any request or directive after the Effective Date
regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency has or would have the
effect of reducing the rate of return on such Lender's capital as a consequence
of its obligations hereunder, under the Letters of Credit, the Notes or other
Obligations held by it to a level below that which such Lender could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, upon satisfaction of the
conditions precedent set forth in this Section, after demand by such Lender
(with a copy to the appropriate Agent) as provided below, pay (subject to
Section 12.18) to such Lender such additional amount or amounts as will
compensate such Lender for such reduction. The certificate of any Lender setting
forth such amount or amounts as shall be necessary to compensate it and the
basis thereof and reasons therefor shall be delivered as soon as practicable to
the U.S. Borrower or the Canadian Borrower, as the case may be, and shall be
presumed correct, absent manifest error. The U.S. Borrower or the Canadian
Borrower, as the case may be, shall pay the amount shown as due on any such
certificate within forty-five (45) Business Days after the delivery of such
certificate. In preparing such certificate, a Lender may employ such assumptions
and allocations of costs and expenses as it shall in good faith deem reasonable
and may use any reasonable averaging and attribution method.

                  SECTION 7.08. Subsidiaries. The Bermuda Parent covenants that
the Subsidiaries identified on Schedule 6.01 are the only Material Subsidiaries
as of the Execution



                                      -4-
<PAGE>

Date. Should any Subsidiary, subsequent to the date hereof, become a Material
Subsidiary, the Bermuda Parent shall deliver to the Agents and the Lenders a
revised Schedule 6.01 as provided in Section 7.01(f).



                                      -5-
<PAGE>



                                                                       EXHIBIT C

                                  ARTICLE VIII
                               NEGATIVE COVENANTS


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

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

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

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

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



<PAGE>

                  (c) dispositions not otherwise permitted hereunder which are
made for fair market value; provided that (i) at the time of any disposition, no
Default or Event of Default shall exist or shall result from such disposition,
(ii) the aggregate sales price from such disposition shall be paid in cash or
otherwise on payment terms satisfactory to the applicable Obligor or Subsidiary,
and (iii) the aggregate book value of all assets of the Bermuda Parent and its
Subsidiaries, taken as a whole, shall not be reduced at any time to an amount
which is less than 80% of the aggregate book value of all assets of the U.S.
Borrower, the Canadian Borrower and their Subsidiaries, taken as a whole, on
March 31, 1998, as reflected on the U.S. Borrower's pro forma balance sheet
dated March 31, 1998.

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

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

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

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

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



                                      -2-
<PAGE>

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

                  SECTION 8.07. Limitation on Transactions with Affiliates. Each
of the Bermuda Parent and the U.S. Borrower will not, and will not permit any of
their consolidated Subsidiaries to, directly or indirectly, conduct any business
or enter into, renew, extend or permit to exist any transaction (including the
purchase, sale, lease or exchange of any assets or the rendering of any service)
or series of related transactions with any Person who is not either (i) a
Borrower or one of the Bermuda Parent's consolidated Subsidiaries or (ii)
Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, on terms
that are less favorable to the Bermuda Parent or such consolidated Subsidiary,
as the case may be, than would be available in a comparable arm's length
transaction. Notwithstanding the foregoing, the restrictions set forth in this
covenant will not apply to (i) the payment of reasonable and customary regular
fees to directors of the Bermuda Parent or the U.S. Borrower who are not
employees of the Bermuda Parent or the U.S. Borrower; (ii) loans and advances to
officers, directors and employees of the Bermuda Parent or the U.S. Borrower and
their respective Subsidiaries for travel, entertainment and moving and other
relocation expenses made in direct furtherance and in the ordinary course of
business of the Bermuda Parent, the U.S. Borrower and their respective
Subsidiaries; (iii) any other transaction with any employee, officer or director
of the Bermuda Parent, the U.S. Borrower or any of their respective Subsidiaries
pursuant to employee benefit or compensation arrangements entered into in the
ordinary course of business and approved by, as applicable, the Board of
Directors of the Bermuda Parent, the Board of Directors of the U.S. Borrower, or
the Board of Directors of such Subsidiary permitted by this Agreement; and (iv)
customary underwriting or similar transactions with an investment banking
Affiliate.

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

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

                  SECTION 8.10. The Debenture Indenture. No Obligor will take
any action that could result in this Agreement failing to be the U.S. Borrower's
"principal bank credit agreement" (as such phrase is used in the Debenture
Indenture).



                                      -3-
<PAGE>

                                                                       EXHIBIT D

                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES


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

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

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

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

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

                  (e) the Bermuda Parent or any Material Subsidiary (i) fails to
make (whether as primary obligor or as guarantor or other surety) any principal
payment of or interest or premium, if any, on any Indebtedness or the Debentures
(other than the Obligations) beyond any period of grace provided with respect
thereto (not to exceed 30 days), provided that the aggregate amount of all
Indebtedness as to which such a payment default shall occur and be continuing is
equal to or exceeds $25,000,000, or (ii) fails to duly observe, perform or
comply with any agreement with any Person or any term or condition of any
instrument, if such failure, either individually or in the aggregate, shall have
caused or shall have the ability to cause the acceleration of the payment of
Indebtedness with an aggregate face amount which is equal to or exceeds
$25,000,000; or


<PAGE>

                  (f) the entry by a court having jurisdiction in the premises
of (i) a decree or order for relief in respect of the Bermuda Parent, the U.S.
Borrower or any Material Subsidiary in an involuntary case or proceeding under
any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or (ii) a decree or order adjudging the Bermuda Parent, the
U.S. Borrower or any Material Subsidiary bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Bermuda Parent, the U.S. Borrower or any
Material Subsidiary under any applicable federal, state or foreign law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Bermuda Parent, the U.S. Borrower or any Material
Subsidiary of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, the continuance of any such decree or order for
relief or any such other decree or order that shall be unstayed and in effect
for a period of 60 consecutive days; or

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

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

                  (i) any Loan Document shall (other than with the consent of
the Agents and the Lenders), at any time after its execution and delivery and
for any reason, cease to be in full force and effect in any material respect, or
shall be declared to be null and void, or the validity or



                                      -2-
<PAGE>

enforceability thereof shall be contested by any Obligor or any Obligor shall
deny that it has any or further liability or obligation thereunder; or

                  (j) any Plan shall incur an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA) which
(individually or collectively) exceeds $25,000,000, whether or not waived, or a
waiver of the minimum funding standard or extension of any amortization period
is sought or granted under Section 412 of the Code with respect to a Plan; any
proceeding shall have occurred or is reasonably likely to occur by the PBGC
under Section 4069(a) of ERISA to impose liability on the U.S. Borrower, any
consolidated Subsidiary or an ERISA Affiliate which (individually or
collectively) exceeds $25,000,000; any required contribution to a Plan or
Multiemployer Plan in excess of $25,000,000 shall not have been made within 15
days of the date such contribution is due; or the U.S. Borrower, any
consolidated Subsidiary or any ERISA Affiliate has incurred or is reasonably
likely to incur a liability to or on account of a Plan or Multiemployer Plan
under Section 515, 4062, 4063, 4064, 4201 or 4204 of ERISA, and there shall
result (individually or collectively) from any such event or events a material
risk of either (i) the imposition of a Lien(s) upon, or the granting of a
security interest(s) in, the assets of the U.S. Borrower, any consolidated
Subsidiary and/or an ERISA Affiliate securing an amount(s) equal to or exceeding
$25,000,000, or (ii) the U.S. Borrower, any consolidated Subsidiary and/or an
ERISA Affiliate incurring a liability(ies) or obligation(s) with respect thereto
equal to or exceeding $25,000,000; or

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

then, in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the U.S. Administrative Agent (or in the case of
clause (iii) below, the Canadian Agent) may (and at the direction of the
Majority Lenders, shall) do any or all of the following:

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

                           (ii) terminate any Letter of Credit allowing for such
         termination, by sending a notice of termination as provided therein and
         require the applicable Borrower to


                                      -3-
<PAGE>
         provide Cover for outstanding Letters of Credit, and each Borrower
         agrees to provide such Cover;

                           (iii) require the Canadian Borrower to provide Cover
         for all outstanding Bankers Acceptance Liabilities, and the Canadian
         Borrower agrees to provide such Cover;

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

                           (v) increase the interest rate on all amounts then
         outstanding and the rate of all fees due in respect of Letters of
         Credit to the Past Due Rate; and

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

                  SECTION 9.02. Right of Setoff. Upon the occurrence and during
the continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, without notice to any Obligor (any such notice being
expressly waived by each Obligor), to setoff and apply any and all deposits
(general or special, time or demand, provisional or final but excluding the
funds held in accounts clearly designated as escrow or trust accounts held by
any Obligor for the benefit of Persons which are not Affiliates of any Obligor),
whether or not such setoff results in any loss of interest or other penalty, and
including without limitation all certificates of deposit, at any time held, and
any other funds or property at any time held, and other indebtedness at any time
owing by such Lender to or for the credit or the account of any Obligor against
any and all of the Obligations irrespective of whether or not such Lender or
either Agent will have made any demand under this Agreement, the Notes or any
other Loan Document. Should the right of any Lender to realize funds in any
manner set forth hereinabove be challenged and any application of such funds be
reversed, whether by court order or



                                      -4-

<PAGE>

otherwise, the Lenders shall make restitution or refund to the applicable
Obligor, as the case may be, pro rata in accordance with their U.S. Commitments
or the Canadian Commitments, as the case may be. Each Lender agrees to promptly
notify the U.S. Borrower, the Canadian Borrower and the Agents after any such
setoff and application, provided that the failure to give such notice will not
affect the validity of such setoff and application. The rights of Agents and the
Lenders under this Section are in addition to other rights and remedies
(including without limitation other rights of setoff) which the Agents or the
Lenders may have. This Section is subject to the terms and provisions of Section
4.05 and Section 12.18. Any amounts realized under this Section 9.02 which
constitute an asset of the Canadian Borrower shall only be applied to the
payment of the Canadian Obligations.

                  SECTION 9.03. Preservation of Security for Unmatured
Obligations. In the event that, following (a) the occurrence of an Event of
Default and the exercise of any rights available to either Agent or any Lender
under the Loan Documents, and (b) payment in full of the principal amount then
outstanding of and the accrued interest on the Loans and Reimbursement
Obligations and fees and all other amounts payable hereunder and under the Loan
Documents and any Letters of Credit or Bankers' Acceptances shall remain
outstanding and undrawn upon, the applicable Agent shall be entitled to hold
(and each Borrower and each other Obligor hereby grants and conveys to each
Agent a security interest in and to) all cash or other proceeds realized or
arising out of the exercise of any rights available under the Loan Documents, at
law or in equity, including, without limitation, the proceeds of any
foreclosure, as collateral for the payment of any amounts due or to become due
under or in respect of such Letters of Credit and/or such Bankers' Acceptances.
Such proceeds shall be held for the ratable benefit of the U.S. Lenders or the
Canadian Lenders, as the case may be. The rights, titles, benefits, privileges,
duties and obligations of the applicable Agent with respect thereto shall be
governed by the terms and provisions of this Agreement. The applicable Agent
may, but shall have no obligation to, invest any such proceeds in such manner as
such Agent, in the exercise of its sole discretion, deems appropriate. Such
proceeds shall be applied to Reimbursement Obligations arising in respect of any
such Letters of Credit, the payment of any Lender's obligations under any such
Letter of Credit and/or the Obligations relating to any such Bankers' Acceptance
when such Letter of Credit is drawn upon or such Bankers' Acceptance matures, as
the case may be. Nothing in this Section shall cause or permit an increase in
the maximum amount of the Obligations permitted to be outstanding from time to
time under this Agreement. Any amounts realized under this Section 9.03 which
constitute an asset of the Canadian Borrower shall only be applied to the
payment of the Canadian Obligations.

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

                  SECTION 9.05. Currency Conversion After Maturity. At any time
following the occurrence of an Event of Default and the acceleration of the
maturity of the Obligations owed to



                                      -5-
<PAGE>

the Canadian Lenders hereunder, the Canadian Lenders shall be entitled to
convert, with two (2) Business Days' prior notice to the Canadian Borrower, any
and all or any part of the then unpaid and outstanding LIBOR Borrowings and Base
Rate Borrowings of the Canadian Borrower to Canadian Prime Loans. Any such
conversion shall be calculated so that the resulting Canadian Prime Loans shall
be the equivalent on the date of conversion of the amount of Dollars so
converted. Any accrued and unpaid interest denominated in Dollars at the time of
any such conversion shall be similarly converted to Canadian Dollars, and such
Canadian Prime Loans and accrued and unpaid interest thereon shall thereafter
bear interest in accordance with the terms hereof.

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

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

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

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

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

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

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

                  (b) The term "unpaid" as used in this Section 9.06 shall mean
all Obligations outstanding as of any such distribution date (including any
amounts unpaid under clause (v) of the last sentence of Section 9.01) as to
which prior distributions have not been made, after giving effect to any
adjustments which are made pursuant to Section 9.02 of which the Agents shall
have been notified.


                                      -6-
<PAGE>



                                                                       EXHIBIT E

                                   ARTICLE XI
                                    GUARANTY

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

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

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

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


<PAGE>

      Borrower, the Canadian Borrower, either Agent and/or the Lenders, or any
      other Person, pertaining to the Guaranteed Obligations;

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

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

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

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

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



                                      -2-
<PAGE>

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

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

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

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

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

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

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

                  SECTION 11.03. Effect of Debtor Relief Laws. If after receipt
of any payment of, or proceeds of any security applied (or intended to be
applied) to the payment of all or any part of the Guaranteed Obligations, either
Agent, the applicable Issuer or any Lender is for any



                                      -3-
<PAGE>

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

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



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<PAGE>

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



                                      -5-
<PAGE>

                                                                   SCHEDULE 6.01


                              MATERIAL SUBSIDIARIES