<PAGE>   1
                                                                 EXHIBIT 10.22.6

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                          INTERCREDITOR AND COLLATERAL
                                AGENCY AGREEMENT


                          dated as of November 29, 2000


                                  by and among


                    The Parties Listed on Schedule I hereto,
                               as the Noteholders,


                            Wilmington Trust Company,
                    as Collateral Agent for the Noteholders,


                          Probex Fluids Recovery, Inc.,
                                  as Borrower,


                                       and


                                   Probex Corp
                                  as Guarantor


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<PAGE>   2

<TABLE>
<S>      <C>                                                                <C>
ARTICLE I.
         DEFINITIONS AND OTHER MATTERS.......................................1
   1.1.       Definitions....................................................1

ARTICLE II.
         REPRESENTATIONS AND WARRANTIES......................................6
   2.1.       Representations and Warranties.................................6

ARTICLE III.
         ACTIONS BY COLLATERAL AGENT, PROCEEDS...............................7
   3.1.       Instructions by Noteholders....................................7
   3.2.       Duty of the Collateral Agent...................................7
   3.3.       Application of Proceeds........................................8
   3.4.       Payments by Collateral Agent..................................10
   3.5.       Notices, Etc..................................................10
   3.6.       Pro Rata Treatment............................................10
   3.7.       Bankruptcy Preferences........................................10
   3.8.       Property of Obligors..........................................11
   3.9.       Marshaling....................................................11
   3.10.      Release of Collateral.........................................11
   3.11.      Enforcement of Remedies.......................................11
   3.12.      Voting in Bankruptcy..........................................12
   3.13.      Cooperation; Accountings......................................12
   3.14.      Emergency Actions.............................................12
   3.15.      Application of Insurance Proceeds.............................12
   3.16.      Cooperation...................................................12

ARTICLE IV.
         THE COLLATERAL AGENT...............................................13
   4.1.       Appointment and Powers of Collateral Agent....................13
   4.2.       Custody of Collateral Documents...............................14
   4.3.       Limitations on Responsibility of Collateral Agent.............14
   4.4.       Co-Collateral Agent or Separate Collateral Agent..............15
   4.5.       Certain Rights of the Collateral Agent........................16
   4.6.       Collateral Agent's Reimbursements And Indemnification.........16
   4.7.       The Collateral Agent in its Individual Capacity...............17
   4.8.       Successor Collateral Agent....................................17
   4.9.       Independent Action............................................18
   4.10.      Fees..........................................................18

ARTICLE V.
         MISCELLANEOUS......................................................18
   5.1.       Notice of Actions.............................................18
   5.2.       Termination...................................................19
   5.3.       Notices, Etc..................................................19
   5.4.       Payment Of Expenses, Indemnities, Etc.........................19
</TABLE>


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<PAGE>   3


<TABLE>
<S>      <C>                                                                <C>
   5.5.       Applicable Law................................................19
   5.6.       Execution in Counterparts.....................................20
   5.7.       Severability..................................................20
   5.8.       Authority.....................................................20
   5.9.       Conflict With Loan Documents..................................20
   5.10.      Benefit of Agreement; Limitation on Assignment................20
   5.11.      Amendments, etc...............................................20
   5.12.      No Further Agreements.........................................21
</TABLE>

Schedules:
Schedule I: The Noteholders


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<PAGE>   4


                  INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

         This Intercreditor and Collateral Agency Agreement dated as of November
29, 2000 ("Agreement") is among Probex Fluids Recovery, Inc., a Delaware
corporation ("Borrower"), Probex Corp., a Delaware corporation (the
"Guarantor"), the investors set forth in Schedule I (together with their
successors and assigns and including any holder of Notes (as defined below),
collectively referred to herein as the "Noteholders"), and Wilmington Trust
Company, ("Collateral Agent"), as Collateral Agent.


                                  INTRODUCTION

         A. The Borrower has issued certain 7% Senior Secured Convertible Notes
due November 28, 2004 in the aggregate original principal amount of $12,500,000
(each a "Note", and collectively, the "Notes") to the Noteholders pursuant to
the Note Purchase Agreement of even date herewith (the "Note Purchase
Agreement") by and among the Borrower, the Guarantor, the Noteholders and the
Collateral Agent.

         B. As additional support for the obligations owing by the Borrower to
the Noteholders, the Guarantor has executed and delivered the Guaranty Agreement
(defined below).

         C. To secure the obligations owing to the Noteholders under the Note
Purchase Agreement, the Guaranty Agreement and the Notes, the Borrower and
Guarantor have executed and delivered the Collateral Documents (as defined
below) granting to the Collateral Agent for the benefit of the Noteholders
(collectively, the "Noteholders") a lien on and security interest in the
Collateral (as defined below).

         D. The Borrower and the Noteholders desire to enter into this Agreement
(1) to establish the relative rights of the Noteholders with respect to payment
of the respective obligations owed by the Borrower and the Guarantor arising
under and pursuant to the Collateral Documents, (2) to agree as to the exercise
of certain remedies, (3) to appoint Wilmington Trust Company as collateral agent
for the benefit of the Noteholders for the purposes of administering the
Collateral Documents and holding a security interest in and lien upon the
Collateral for the benefit of the Noteholders and apportioning payments among
the Noteholders, and (4) for other purposes as set forth herein.

         Therefore, the Borrower, the Guarantor, the Collateral Agent and the
Noteholders hereby agree as follows:

                                   ARTICLE I.

                          DEFINITIONS AND OTHER MATTERS

         1.1. Definitions. (a) The terms defined above shall have the meanings
set forth above; and (b) the following terms shall have the following meanings
(unless otherwise indicated, such meanings to be equally applicable to both the
singular and plural forms of the terms defined):


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         "Affiliate" means, as to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person or any Subsidiary of such Person. The
term "control" (including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
ownership of a Control Percentage, by contract or otherwise.

         "Agreement" shall have the meaning set forth in the introductory
paragraph.

         "Bankruptcy Proceeding" shall mean, with respect to any Person, a
general assignment by such Person for the benefit of its creditors, or the
institution by or against such Person of any proceeding seeking relief as a
debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or composition of such Person or
its debts, under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking appointment of a receiver, trustee, custodian or
other similar official for such Person or for any substantial part of its
property.

         "Borrower" shall have the meaning set forth in the introductory
paragraph.

         "Collateral" collectively, means all of the "Collateral" as set forth
in each of the Collateral Documents.

         "Collateral Agent" means Wilmington Trust Company in its capacity as
collateral agent for the benefit of the Noteholders under this Agreement,
together with all successors and assigns in such capacity under the terms of
this Agreement.

         "Collateral Documents" means (a) this Agreement, the Pledge Agreement,
the Security Agreement, the Guaranty Agreement, and (b) each other agreement,
instrument or document executed at any time in connection with or as security
for the Indebtedness.

         "Control Percentage" means, with respect to any Person, the percentage
of the outstanding capital stock of such Person having ordinary voting power
which gives the direct or indirect holder of such stock the power to elect a
majority of the Board of Directors of such Person.

         "Default" means (a) an Event of Default or (b) any event or condition
which with notice or lapse of time or both would, unless cured or waived, become
an Event of Default.

         "Dollar Equivalent" means the equivalent in another currency of an
amount in Dollars to be determined by reference to the rate of exchange quoted
by The Wall Street Journal on the date of determination, for the spot purchase
in the foreign exchange market of such amount of Dollars with such other
currency.

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


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         "Eligible Agent" means either a Noteholder or (a) a commercial bank or
trust company organized under the laws of the United States, or any State
thereof, and having primary capital of not less than $50,000,000, and (b) which
is authorized under the laws of the jurisdiction of its incorporation or
organization to assume the function of the Collateral Agent. In addition, any
successor to the Collateral Agent shall be approved by the Requisite
Noteholders.

         "Event of Default" means an Event of Default under the Note Purchase
Agreement.

         "FDIC" means Federal Deposit Insurance Corporation.

         "Financing Documents" means, collectively, Note Purchase Agreement, the
Notes, the Guaranty Agreement, and the Collateral Documents and each other
agreement, document or instrument executed or delivered in connection with or as
security for the Indebtedness.

         "Governmental Authority" means any foreign governmental authority,
including Canada and any of the provinces thereof, the United States of America,
any State of the United States of America and any subdivision of any of the
foregoing, and any agency, department, commission, board, authority or
instrumentality, bureau or court having jurisdiction over any Noteholder, the
Borrower, or the Guarantor or any of their respective Properties.

         "Guarantor" means Probex Corp., a Delaware corporation.

         "Indebtedness" means, collectively, (a) all indebtedness, fees,
interest, indemnity amounts and other amounts payable by the Borrower or the
Guarantor under the Note Purchase Agreement (as such Note Purchase Agreement may
be amended from time to time), the Notes, the Guaranty Agreement and the
Collateral Documents plus (b) all other amounts owing in connection with the
Financing Documents, including, but not limited to, (i) all other sums of money
which may be hereafter paid or advanced by the Collateral Agent, or the
Noteholders under the terms and provisions of the Note Purchase Agreement, this
Agreement or the other Collateral Documents, and (ii) amounts owing in
connection with the administration, protection and exercise of remedies with
respect to the Financing Documents.

         "Legal Requirement" means any law, statute, ordinance, decree,
requirement, order, judgment, rule, regulation (or official interpretation of
any of the foregoing) of, and the terms of any license or permit issued by, any
Governmental Authority, including, but not limited to, Regulations T, U and X of
the Board of Governors of the Federal Reserve System.

         "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or capital lease, upon or
with respect to any property or asset of such


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Person (including in the case of capital stock, stockholder agreements, voting
trust agreements and all similar arrangements).

         "Liquid Investments" means:

         (a)      direct obligations of, or obligations the principal of and
                  interest on which are unconditionally guaranteed by, the
                  United States maturing within one year from the date of
                  acquisition of the instrument evidencing such obligations;

         (b)      (i) negotiable or nonnegotiable certificates of deposit, time
                  deposits, or other similar banking arrangements maturing
                  within 180 days from the date of acquisition thereof ("bank
                  debt securities"), issued by any bank or trust company which
                  has a combined capital surplus and undivided profit of not
                  less than $50,000,000 or the Dollar Equivalent thereof, if at
                  the time of deposit or purchase, such bank debt securities are
                  rated not less than "A-2" (or the then equivalent) by the
                  rating service of Standard & Poor's Corporation or not less
                  than "P-2" by Moody's Investors Service, Inc. and (ii)
                  commercial paper issued by any Person if at the time of
                  purchase such commercial paper is rated not less than "A-2"
                  (or the then equivalent) by the rating service of Standard &
                  Poor's Corporation or not less than "P-2" (or the then
                  equivalent) by the rating service of Moody's Investors
                  Service, Inc., or upon the discontinuance of both of such
                  services, such other nationally recognized rating service or
                  services, as the case may be, as shall be selected by the
                  Borrower with the consent of the Requisite Noteholders; and

         (c)      repurchase agreements relating to investments described in
                  clauses (a) and (b) above with a market value at least equal
                  to the consideration paid in connection therewith, with any
                  Person who regularly engages in the business of entering into
                  repurchase agreements and has a combined capital surplus and
                  undivided profit of not less than $50,000,000 or the Dollar
                  Equivalent thereof, if at the time of entering into such
                  agreement the debt securities of such Person are rated not
                  less than "A-2" (or the then equivalent) by the rating service
                  of Standard & Poor's Corporation or not less than "P-2" by
                  Moody's Investors Service, Inc.

         "Guaranty Agreement" means the Guaranty Agreement executed by the
Guarantor in favor of the Noteholders guaranteeing all of the Indebtedness (as
the same may be modified, amended, renewed or extended from time to time).

         "Majority Noteholders" means, at any time, the holders of more than 50%
of the outstanding principal amount of the Notes.

         "Note" and "Notes" shall have the meaning set forth in the Recitals.

         "Note Purchase Agreement" shall have the meaning set forth in the
Recitals.

         "Noteholders" shall have the meaning set forth in the introductory
paragraph.


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         "Obligors" means, collectively, the Borrower and the Guarantor, and
"Obligor" means any of them.

         "Person" means an individual, partnership, limited liability
partnership, limited liability company, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture or
other entity, or a government or any political subdivision or agency thereof or
any trustee, receiver, custodian or similar official.

         "Pledge Agreement" means a Pledge Agreement in substantially the form
and substance attached as Exhibit 4.2(l) to the Note Purchase Agreement and
executed by Probex and the Borrower and the Guarantor to secure the
Indebtedness.

         "Pro Rata Share" means, at any time with respect to any Noteholder, the
ratio of (a) the aggregate outstanding principal amount of the Indebtedness due
and payable and owing to such Noteholder at such time to (b) the aggregate
outstanding principal amount of the Indebtedness due and payable and owing to
all the Noteholders at such time.

         "Proceeds" shall mean all cash and other Property received by the
Collateral Agent or any of the Noteholders from or for the account of any
Obligor or under any of the Collateral Documents, from whatever source,
including, without limitation, the exercise of the right of setoff.

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

         "Requisite Noteholders" means (i) prior to the occurrence of an Event
of Default and provided no Event of Default has occurred and is continuing, the
Majority Noteholders, or (ii) after the occurrence and during the continuation
of an Event of Default, the Noteholders holding more than 66-2/3% of the
aggregate outstanding principal amount of the Notes.

         "Security Agreement" means the Security Agreement in substantially the
form and substance attached as Exhibit 4.2(k) to the Note Purchase Agreement and
executed by the Borrower or the Guarantor to secure all or a portion of the
Indebtedness.

         "Securities Intermediary" means a clearing corporation; or a person,
including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

         "Shared Proceeds" means (i) all Proceeds received from the sale or
disposition of all or substantially all of the Collateral, (ii) all Proceeds
received from any insurance policy as a result of any casualty event involving
the Collateral and which shall not have been disbursed to the Company to be
reinvested in replacement assets and (iii) all Proceeds received from the sale
or disposition of any Collateral in violation or breach of the Note Purchase
Agreement or the Collateral Documents.

         "Triggering Event" means (a) the occurrence and continuance of a
Bankruptcy Proceeding or (b) receipt by the Collateral Agent of written notice
from any Noteholder


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stating that an Event of Default has occurred and is continuing under the Note
Purchase Agreement, any Note or any of the Collateral Documents, as applicable.

                                  ARTICLE II.

                         REPRESENTATIONS AND WARRANTIES

         2.1. Representations and Warranties.

                  (a) Each of the Noteholders represents and warrants to the
         other parties hereto that:

                           (i) it (i) is either (w) a natural person who is an
         "accredited investor" as that term is defined in Section 501 of
         Regulation D of the Securities Act of 1933, (x) a corporation duly
         organized, existing and in good standing under the laws of the
         jurisdiction of its incorporation, (y) a national banking association
         duly incorporated and existing under the laws of the United States of
         America or (z) a New York banking organization duly organized, validly
         existing and in good standing under the laws of the State of New York,
         and (ii) has all requisite power (corporate or otherwise) to own its
         property and conduct its business as now conducted and as presently
         contemplated;

                           (ii) the execution, delivery and performance by such
         Noteholder of this Agreement has been authorized by all necessary
         proceedings (corporate or otherwise) and does not and will not
         contravene any provision of law, its charter or by-laws or any
         amendment thereof, or of any indenture, agreement, instrument or
         undertaking binding upon such Noteholder; and

                           (iii) the execution, delivery and performance by such
         Noteholder of this Agreement will result in a valid and legally binding
         obligation of such Noteholder enforceable in accordance with its terms.

                  (b) The Collateral Agent hereby represents and warrants that:

                           (i) the Collateral Agent is duly organized, validly
         existing and in good standing under the laws of Delaware;

                           (ii) the Collateral Agent has full power, authority
         and legal right to execute, deliver, and perform this Agreement and the
         Collateral Documents and has taken all necessary corporate action to
         authorize the execution, delivery, and performance by it of this
         Agreement and the Collateral Documents to which it is a party;

                           (iii) the execution, delivery and performance by the
         Collateral Agent of this Agreement and the Collateral Documents to
         which it is a party will not contravene any law, rule or regulation of
         the State of Delaware or the United States of America governing the
         banking and trust powers of Wilmington Trust Company or any State of
         Delaware or United States federal


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         governmental authority or agency regulating the Collateral Agent under
         such laws, rules or regulations or any judgment or order applicable to
         or binding on the Collateral Agent and will not contravene or result in
         any breach of, or constitute a default under, the Collateral Agent's
         by-laws or the provision of any indenture, mortgage, contract or other
         agreement to which it is a party or by which it or any of its
         properties is bound;

                           (iv) the execution, delivery and performance by the
         Collateral Agent of this Agreement and the Collateral Documents to
         which it is a party will not require the authorization, consent, or
         approval of, the giving of notice to, the filing or registration with,
         or the taking of any other action in respect of, any State of Delaware
         or United States federal governmental authority or agency regulating
         the banking and trust powers of the Collateral Agent; and

                           (v) this Agreement and the Collateral Documents to
         which it is a party have been duly executed and delivered by the
         Collateral Agent and constitute the legal, valid, and binding
         agreements of the Collateral Agent, enforceable in accordance with
         their respective terms, subject to bankruptcy, insolvency, fraudulent
         conveyance and similar laws affecting creditors' rights generally, and
         general principles of equity (regardless of whether the application of
         such principles is considered in a proceeding in equity or at law).

                                  ARTICLE III.

                      ACTIONS BY COLLATERAL AGENT, PROCEEDS

         3.1. Instructions by Noteholders. Upon the written instruction of the
Requisite Noteholders and provided it has been indemnified in accordance with
Section 3.2 and Section 4.3, the Collateral Agent shall (a) subject to Section
3.11, take or direct any action provided for in the Collateral Documents or
proceed to enforce, or direct the enforcement of, consistent with the Collateral
Documents and applicable law, the rights or powers provided in the Collateral
Documents and under applicable law for the benefit of the Noteholders and shall
give such notice or direction or shall take such action or exercise such right
or power hereunder or under any of the Collateral Documents incidental thereto
as shall be reasonably specified in such instructions and consistent with the
terms of the Collateral Documents and this Agreement and (b) execute such
instruments or agreements or take such other action in connection with the
enforcement of the Collateral Documents as may be deemed reasonably necessary or
appropriate by the Requisite Noteholders and consistent with the terms of the
Collateral Documents and this Agreement. Such action may include, but is not
limited to (i) the giving of any notice, approval, consent or waiver which may
be called for under the Collateral Documents, (ii) the requiring of the
execution and delivery of additional Collateral Documents, and (iii) employing
agents or directing trustees in order to accomplish the actions requested.

         3.2. Duty of the Collateral Agent. (a) The Collateral Agent shall not
be obligated to follow any instructions of any one or more of the Noteholders if
(i) such


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instructions conflict with the provisions of this Agreement or any other
Collateral Document or any Legal Requirement or (ii) the Collateral Agent has
not been adequately indemnified to its reasonable satisfaction. Nothing in this
Article III shall impair the right of the Collateral Agent in its discretion to
take any action, to the extent that the consent of any of the Noteholders is not
required, which it deems proper and which is not inconsistent with any
reasonable and proper instruction given by the Noteholders as provided for
herein and which is not illegal or inconsistent with the terms and provisions of
any Collateral Document. Notwithstanding any of the foregoing, the Collateral
Agent shall have no duty to take or refrain from taking any action unless
explicitly required herein.

         (b) Beyond its duties under applicable law or expressly provided herein
or in any Collateral Document and its duties to account to the Noteholders or
the Obligors for monies and other Property received by it hereunder or under any
Collateral Document, the Collateral Agent shall not have any implied duty to any
Obligor or to the Noteholders as to any Property belonging to an Obligor
(whether or not the same constitutes Collateral) in its possession or control or
in the possession or control of any of its agents or nominees, or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto.

         3.3. Application of Proceeds. (a) All amounts owing to the Noteholders
with respect to the Indebtedness shall be secured by the Collateral according to
their respective Pro Rata Share without distinction as to whether some
Indebtedness is then due and payable and other Indebtedness is not then due and
payable. Upon the receipt by any Noteholder or the Collateral Agent of Shared
Proceeds at any time or upon the receipt by any Noteholder or the Collateral
Agent of any proceeds after the occurrence and during the continuance of a
Triggering Event, the Noteholders agree that the proceeds thereof shall be in
each such case delivered to the Collateral Agent and after the occurrence of a
Triggering Event be applied (a) first, to the amounts owing to the Collateral
Agent by the Obligors or the Noteholders solely in its capacity as Collateral
Agent hereunder pursuant to this Agreement or the Collateral Documents,
including, without limitation, costs and expenses incurred by the Collateral
Agent in connection with any action taken or proceeding brought, including
reasonable legal expenses, attorneys' fees, taxes and assessments; (b) second,
ratably, to the payment of all amounts of interest outstanding which constitute
the Indebtedness according to the aggregate amounts of such interest then owing
to each Noteholder; (c) third, ratably to all amounts of principal outstanding
under the Indebtedness according to the aggregate amounts of such principal then
owing to each Noteholder; (d) fourth, ratably to all other amounts then due to
the Noteholders under the Note Purchase Agreement and the Guaranty Agreement
(including fees, expenses, commitment fees and letter of credit fees owing by
Borrower or the Guarantor in respect of the Indebtedness), (e) fifth, to the
payment of any costs, agents fees, expenses or other amounts owing with respect
to the Indebtedness, and (f) sixth, the balance, if any, shall be returned to
the Obligors or such other Persons as are entitled thereto. Upon the request of
the Collateral Agent prior to any distribution under this Section 3.3, each
Noteholder shall provide to the Collateral Agent certificates, in form and
substance reasonably satisfactory to the Collateral Agent, setting forth the
respective


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amounts referred to in clauses (b) through (e) above which each such Noteholder
believes it is entitled to receive.

                  (b) The Collateral Agent shall promptly give the Noteholders
notice of the receipt of such Proceeds or Shared Proceeds, as applicable. Upon
receipt of any such Proceeds or Shared Proceeds, the Collateral Agent shall,
until a Triggering Event shall have occurred and be continuing, either:

                           (A) invest and reinvest funds held by the Collateral
Agent in accordance with the written direction of the Requisite Holders;

                           (B) If not otherwise specifically directed by the
Requisite Holders, the Collateral Agent shall invest and reinvest cash balances
held by the Collateral Agent in the U.S. Government Portfolio of the Wilmington
family of mutual funds or any other similar mutual fund for which the Collateral
Agent or any affiliate of the Collateral Agent may serve as investment advisor
or other service provider. The parties acknowledge that shares in such mutual
fund are not obligations of Wilmington Trust Company or Wilmington Trust
Corporation, are not deposits and are not insured by the FDIC. The Collateral
Agent or its affiliates may be compensated by the mutual fund for services
rendered in its capacity as investment advisor or other service provider, and
such compensation is both described in detail in the prospectus for the fund,
and is in addition to compensation paid to Wilmington Trust Company in its
capacity as the Collateral Agent hereunder. The Collateral Agent shall not be
accountable or liable for any losses on investments made in accordance with this
Agreement; or

                           (C) if requested by the Borrower, apply such Proceeds
to the Indebtedness in accordance with Section 3.3(a).

         After the occurrence and the continuance of a Triggering Event, the
Collateral Agent shall promptly give the Noteholders notice of such Triggering
Event and request a notice from each regarding the outstanding Indebtedness and
the Noteholders shall promptly after receiving such notice, in turn notify the
Collateral Agent of the amount of Indebtedness owing to each Noteholder. After
the Collateral Agent receives such notices from the Noteholders (and provided
such Triggering Event shall still be continuing), all Proceeds and Shared
Proceeds deposited with the Collateral Agent shall be promptly disbursed by the
Collateral Agent in accordance with Section 3.3(a).

                  (c) (i) All payments (other than Shared Proceeds) made to the
Noteholders before the occurrence and continuance of a Triggering Event and (ii)
all Proceeds (other than Shared Proceeds) received by the Noteholders from the
sale or disposition of Collateral may, in each case, be applied by the recipient
thereof as provided in the Note Purchase Agreement and its respective Note.
Notwithstanding the preceding sentence, (A) all Proceeds received by any
Noteholder after the occurrence and during the continuance of a Triggering
Event, and (B) all Shared Proceeds (regardless of whether a Triggering Event
shall have occurred and be continuing) shall, in each case, be delivered to the
Collateral Agent and held as cash collateral for the Indebtedness (or applied)
in accordance with Section 3.3(a).


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<PAGE>   13


         3.4. Payments by Collateral Agent. All payments by the Collateral Agent
hereunder shall be delivered to the Noteholders at the locations designated by
the Noteholders in the Note Purchase Agreement, or as otherwise designated to
the Collateral Agent in writing.

         3.5. Notices, Etc. under Related Documents. The Noteholders shall
promptly deliver to the Collateral Agent copies of each written notice received
by it from the Borrower or the Guarantor which specifically indicates the
existence of a Default or Event of Default under its Indebtedness. In addition,
each of the Noteholders agree to send to the Collateral Agent copies of any
notices sent to the Borrower or the Guarantor notifying it that a Default or
Event of Default under its Indebtedness has occurred. The Collateral Agent shall
send to the Noteholders promptly upon receipt thereof, duplicates or copies of
all material notices, requests and other instruments received by the Collateral
Agent in connection with this Agreement or any Collateral Document.

         3.6. Pro Rata Treatment. The Agent and the Noteholders hereby agree
that (a) prior to the occurrence and continuance of a Triggering Event, each
Noteholder shall be entitled to receive and retain for its own account scheduled
payments and prepayments (whether voluntary or mandatory) of principal,
interest, indemnities, fees and premium, if any, all in compliance with the Note
Purchase Agreement (other than any such amounts received from Shared Proceeds),
(b) all Shared Proceeds received by any Noteholder whether or not prior to the
occurrence and continuance of a Triggering Event shall be turned over to the
Collateral Agent and shared by the Noteholders in accordance with the respective
Pro Rata Shares held by each of them and in accordance with Section 3.3(a), and
(c) after the occurrence and during the continuance of a Triggering Event, each
payment, prepayment, distribution of cash or other Property received for the
account of any Obligor in respect of such Indebtedness, or for the account of
any other Person or guarantor thereof with respect to such Indebtedness
(including any Proceeds or Shared Proceeds) shall be turned over to the
Collateral Agent and shared by the Noteholders in accordance with the respective
Pro Rata Shares held by each of them and in accordance with Section 3.3(a). In
the event that any Noteholder shall obtain payment after the occurrence and
during the continuance of a Triggering Event, whether in whole or in part, from
any source in respect of its Indebtedness, including without limitation payments
by reason of the exercise of its right of offset, banker's lien, general lien or
counterclaim, or receipt of Proceeds under the Guaranty Agreement, such
Noteholder shall promptly pay to the Collateral Agent such amount for
application in accordance with Section 3.3(a).

         3.7. Bankruptcy Preferences. (a) If any payment actually received by
any Noteholder is subsequently invalidated, declared to be fraudulent or
preferential or set aside and is required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, state or Federal law, common law, or
equitable cause, then each other Noteholder shall pay to such Noteholder upon
demand an amount equal to its Pro Rata Share of the payment set aside or
otherwise invalidated to the extent that such payment was derived from
Collateral or the proceeds of Collateral and the obligation of the Borrower or
other Obligor making such invalidated payment shall be restored as if such
payment had never been made.


                                       10
<PAGE>   14


                  (b) Each of the Noteholders hereby agrees that any Shared
Proceeds, Proceeds received after the occurrence and continuance of a Triggering
Event, security interest, lien or other benefit received by or granted to such
Noteholder or the Collateral Agent under the Collateral Documents shall be
treated, as among the Noteholders, as having equal priority and shall at all
times be shared by the Noteholders as provided in Section 3.6 of this Agreement
regardless of any claim by any Person to the contrary (including, without
limitation, any claim under the fraudulent transfer, preference or similar
avoidance provisions of applicable bankruptcy, insolvency or other state or
Federal law, common law or equitable cause). Each of the Noteholders hereby
expressly waives any such claim vis-a-vis any other Noteholder.

         3.8. Property of Obligors. The Noteholders agree that all the
provisions of this Agreement shall apply to any and all Properties, assets and
rights of the Borrower or any other Obligor in which the Collateral Agent or any
Noteholder at any time acquires a security interest, right of set-off or Lien
securing the Indebtedness, whether pursuant to the Collateral Documents, the
Note Purchase Agreement, any other document or instrument, or a judgment.

         3.9. Marshaling. The Collateral Agent shall not be required to marshal
any present or future security for (including without limitation any Collateral
described in any of the Collateral Documents), or guaranty of the obligations or
any part or portion thereof, or to resort to such security or guaranty in any
particular order and all of each of such Persons' rights in respect of such
securities and guaranties shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that they lawfully may, each
Noteholder agrees that it will not invoke any law relating to the marshaling of
collateral which might cause delay or impede the enforcement of the Noteholders'
rights under the Collateral Documents or under any other instrument evidencing
any of the Indebtedness under which any of the Indebtedness is outstanding or by
which any of the Indebtedness is secured or guaranteed.

         3.10. Release of Collateral. The Collateral Agent may release its Liens
in any portion of the Collateral only with the consent of the Requisite
Noteholders; provided that, so long as at the time of such release and after
giving effect thereto no Default or Event of Default shall exist under the Note
Purchase Agreement, the Collateral Agent may, without the prior written consent
of any Noteholder, release its Liens in all or any portion of the Collateral in
connection with the sale or transfer of such assets if such sale or transfer is
permitted under the terms of, and the proceeds of such sale or transfer are
applied in accordance with the Note Purchase Agreement or the Security
Agreement.

         3.11. Enforcement of Remedies. Subject to the terms of this Article
III, the Requisite Noteholders shall determine in what manner and to what
extent, any and all rights under the Collateral Documents shall be exercised by
the Collateral Agent in respect of a Triggering Event, including, without
limitation, whether all or any portion of the Collateral should be acquired or
realized upon and, if it is determined that an acquisition should be made,
whether such acquisition should be made by the acceptance of a deed in lieu of
foreclosure or by purchase at a foreclosure sale or otherwise. The


                                       11
<PAGE>   15


Collateral Agent shall thereupon take such action as is approved or directed by
the Requisite Noteholders.

         3.12. Voting in Bankruptcy. Each holder of Indebtedness shall be free
to act independently on any issue not directly relating to the Collateral,
including without limitation, matters relating to appointment of a trustee,
conversion of a case, filing of claims, and plans of reorganization.

         3.13. Cooperation; Accountings. Each of the Noteholders will, upon the
reasonable request of another Noteholder and the Collateral Agent, from time to
time execute and deliver or cause to be executed and delivered such further
instruments, and do and cause to be done such further acts as may be necessary
or proper to carry out more effectively the provisions of this Agreement. The
Noteholders agree to provide to each other and the Collateral Agent upon
reasonable request a statement of all payments received in respect of
Indebtedness.

         3.14. Emergency Actions. If the Collateral Agent has asked the
Noteholders for instruction and if the Requisite Noteholders have not yet
responded to such request, the Collateral Agent shall be authorized to take, but
shall not be required to take and shall in no event have any liability for the
taking or the failure to take, such actions (other than any action described or
permitted under Section 3.10 hereof) with regard to a Triggering Event which the
Collateral Agent, in good faith, believes to be reasonably required to promote
and protect the interests of the Noteholders and to maximize both the value of
the Collateral and the present value of the recovery by the Noteholders on the
Indebtedness and shall give the Noteholders appropriate notice of such action;
provided that once instructions with respect to such request have been received
by the Collateral Agent from the Requisite Noteholders, the actions of the
Collateral Agent shall thereafter be governed thereby and the Collateral Agent
shall not take any further action which would be contrary thereto.

         3.15. Application of Insurance Proceeds. With respect to the proceeds
of any casualty required to be paid to the Collateral Agent hereunder, if such
proceeds are paid after the occurrence and during the continuance of an Event of
Default, the Collateral Agent shall, pursuant to the instructions from the
Requisite Noteholders, either disburse the proceeds to the Borrower for the
purpose of repairing, replacing, and restoring the damaged collateral or retain
the proceeds until a Triggering Event shall have occurred and be continuing and
thereafter apply such proceeds as provided for in Sections 3.3 and 3.6 of this
Agreement.

         3.16. Cooperation. To the extent that the exercise of the rights,
powers and remedies of the Collateral Agent in accordance with this Agreement
requires that any action be taken by any Noteholder, such Noteholder shall take
such action and cooperate with the Collateral Agent to ensure that the rights,
powers and remedies of all Noteholders are exercised in full.


                                       12
<PAGE>   16


                                  ARTICLE IV.

                              THE COLLATERAL AGENT

         4.1. Appointment and Powers of Collateral Agent. (a) The Noteholders
hereby appoint the Collateral Agent as their agent hereunder (including as
Collateral Agent, custodian, depositary and Securities Intermediary), and hereby
authorizes the Collateral Agent to take such action on their behalf and to
exercise such rights, remedies, powers and privileges hereunder as are
specifically authorized to be exercised by the Collateral Agent by the terms
hereof and as the Requisite Noteholders may from time to time direct in
accordance with this Agreement, together with such rights, remedies, powers and
privileges as are reasonably incidental thereto, and the Collateral Agent hereby
accepts such appointment and authorization. The Collateral Agent may execute any
of its powers and duties hereunder by or through its agents or third-party
contractors appointed by it, the cost of any such persons to be at the expense
of the Obligors. The Collateral Agent shall be entitled to retain outside
counsel at the expense of the Obligors concerning all matters pertaining to the
agencies hereby created or its duties hereunder, and shall not be liable for any
action taken or omitted to be taken by it or its directors, officers, employees,
agents or "control persons" within the meaning of the Securities Act of 1933,
except in the case of proven gross negligence, fraud or willful misconduct of
any of the foregoing Persons.

                  (b) The Collateral Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement as
reasonably directed by the Requisite Noteholders in accordance with this
Agreement. Subject to the duties of the Collateral Agent set forth herein, the
Collateral Agent shall not be required or permitted to take any discretionary
actions hereunder and may only act at the direction of the Requisite
Noteholders, it being understood that the Collateral Agent's duties hereunder
shall be wholly ministerial in nature. Nothing in this Agreement, expressed or
implied, is intended to or shall be so construed as to impose upon the
Collateral Agent any obligations in respect of this Agreement except as
expressly set forth herein.

                  (c) Neither the Collateral Agent nor any of its directors,
officers, employees, agents or "control persons" within the meaning of the
Securities Act of 1933 shall be liable for any action taken or omitted to be
taken by it or them hereunder, or in connection herewith, except the Collateral
Agent shall be liable for its or their own proven gross negligence, fraud or
willful misconduct. The Collateral Agent shall not be responsible for the
validity, effectiveness, value, sufficiency, perfection, priority or
enforceability against the Obligors of this Agreement or any other Financing
Document or any of the Collateral (or any part thereof); provided, however, that
nothing contained in this sentence shall relieve the Collateral Agent of its
responsibility to execute all reasonable directions given to it by the Requisite
Noteholders in accordance with the terms and conditions hereof. The Collateral
Agent shall be entitled to rely on any communication, instrument, paper or other
document reasonably believed by it to be genuine and correct and to have been
signed or sent by the proper Person or Persons.


                                       13
<PAGE>   17


                  (d) The Obligors shall pay to the Collateral Agent from time
to time such reasonable compensation as may be agreed upon by the Obligors and
the Collateral Agent for all services rendered by the Collateral Agent. The
Obligors hereby indemnify the Collateral Agent for any costs, expenses,
liability, damage, claim or losses (including reasonable fees of counsel)
suffered by the Collateral Agent in connection with the performance of its
duties hereunder, unless such cost, expense, liability , damage, claim or loss
arises form the Collateral Agent's proven gross negligence, fraud or willful
misconduct.

                  (e) The Collateral Agent shall have no duty to see to any
recording, filing or depositing of any document or any financing statement or
continuation statement evidencing a security interest in the Collateral or to
see to the maintenance of any such recording, filing, or depositing or to any
re-recording, refiling, or redepositing of any thereof.

                  (f) No provision of this Agreement or any other Financing
Document shall require the Collateral Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

                  (g) The Collateral Agent shall not be deemed to have notice of
any event of default unless an Officer of the Collateral Agent has actual
knowledge thereof or unless written notice of any such event of default is
received by the Collateral Agent at the mailing address of the Collateral Agent,
and such notice references this Agreement or the other applicable Financing
Documents.

         4.2. Custody of Collateral Documents. The Collateral Agent, including
in its capacity as Securities Intermediary, as agent and custodian for the
Noteholders shall maintain the Collateral Documents and Collateral delivered to
it in its physical possession at all times during the term of this Agreement,
subject to the instructions of the Requisite Noteholders. Except as set forth
below, the Collateral Agent, including in its capacity as Securities
Intermediary, shall have no responsibility for determining whether the documents
and files delivered to it represent all of the Collateral Documents.

         4.3. Limitations on Responsibility of Collateral Agent. (a) The
Collateral Agent shall not be responsible in any manner whatsoever for the
correctness of any other party's recitals, statements, representations or
warranties contained herein or in any other Financing Document. The Collateral
Agent makes no representation as to the value or condition of the Collateral or
any part thereof, or to the security afforded by this Agreement or any other
Collateral Document, as to the validity, execution, enforceability, legality or
sufficiency of this Agreement or any other Collateral Document, and the
Collateral Agent shall incur no liability or responsibility in respect of any
such matters. The Collateral Agent shall not be responsible for insuring or
managing the Collateral, for the payment of taxes, charges, assessments or liens
upon the Collateral or otherwise as to the maintenance of the Collateral,
subject to the immediately following sentence when


                                       14
<PAGE>   18


the Collateral Agent or its agent or nominee has possession of the Collateral.
The Collateral Agent shall have no duty to the Obligors or to the Noteholders as
to any Collateral in its possession or control or in the possession or control
of any agent or nominee of the Collateral Agent or any income thereon or as to
the preservation of rights against prior parties or any other rights pertaining
thereto, except the duty to comply with the provisions hereof and to accord such
of the Collateral as may be in the possession or control of the Collateral Agent
or any of its agents or nominees substantially the same care as it accords its
own assets and the duty to account for monies received and released by it or its
agent or nominee.

                  (b) The Collateral Agent shall not be required to ascertain or
inquire as to the performance by the Obligors of any of the covenants or
agreements contained herein or in the other Financing Documents to which it is a
party. Neither the Collateral Agent nor any officer, director, employee, agent,
"control person" within the meaning of the Securities Act of 1933 or
representative thereof shall be personally liable for any action taken or
omitted to be taken by any such Person in connection with this Agreement, except
for its or such Person's own proven gross negligence, fraud or willful
misconduct. Neither the Collateral Agent nor any officer, director, employee,
agent, "control person" or representative thereof shall be personally liable for
any action taken by it or any such Person with respect to the Collateral in
accordance with any notice given by the Requisite Noteholders.

         4.4. Co-Collateral Agent or Separate Collateral Agent.

         At any time or times, for the purpose of meeting the legal requirements
of any jurisdiction in which any Collateral may at the time be located, the
Requisite Noteholders and the Collateral Agent shall have power to appoint, and,
upon the written request of the Collateral Agent, the Requisite Noteholders
shall for such purpose join with the Collateral Agent in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Collateral Agent either to act as
co-collateral agent, jointly with the Collateral Agent, of all or any part of
the Collateral, or to act as separate collateral agent of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject o the
other provisions of this Section.

         Should any written instrument from the Requisite Noteholders be
required by any co-collateral agent or separate collateral agent so appointed
for more fully confirming to such co-collateral agent or separate collateral
agent such property, title, right or power, any and all such instruments shall,
on request, be executed, acknowledged and delivered by the Requisite
Noteholders.

         Every co-collateral agent or separate collateral agent shall, to the
extent permitted by law, but to such extent only, be appointed subject to the
following terms, namely:

         A. The rights, powers, duties and obligations hereby conferred or
imposed upon the Collateral Agent in respect of any property covered by such
appointment shall be


                                       15
<PAGE>   19


conferred or imposed upon and exercised or performed by the Collateral Agent or
by the Collateral Agent and such co-collateral agent or separate collateral
agent jointly, as shall be provided in the instrument appointing such
co-collateral agent or separate collateral agent, except to the extent that
under any law of any jurisdiction in which any particular act is to be
performed, the Collateral Agent shall be incompetent or unqualified to perform
such act, in which event such rights, powers, duties and obligations shall be
exercised and performed by such co-collateral agent or separate collateral
agent.

         B. The Collateral Agent at any time, by an instrument in writing
executed by it, may accept the resignation of or remove any co-collateral agent
or separate collateral agent appointed under this Section. Upon the written
request of the Collateral Agent, the Requisite Noteholders shall join with the
Collateral Agent in the execution, delivery and performance of all instruments
and agreements necessary or proper to effectuate such resignation or removal. A
successor to any co-collateral agent or separate collateral agent so resigned or
removed may be appointed in the manner provided in this Section.

         C. No co-collateral agent or separate collateral agent hereunder shall
be personally liable by reasons of any act or omission of the Collateral Agent,
or any other such Collateral Agent hereunder.

         4.5. Certain Rights of the Collateral Agent. If the Collateral Agent
shall request instructions from the Noteholders with respect to any act or
action (including the failure to act) in connection with this Agreement, the
Indebtedness, the Collateral or the Collateral Documents, the Collateral Agent
shall be entitled to refrain from such act or taking such action unless and
until the Collateral Agent shall have received, subject to Section 3.2 of this
Agreement, instructions from the Requisite Noteholders pursuant to the terms
hereof; and the Collateral Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Noteholder shall
have any right of action whatsoever against the Collateral Agent as a result of
the Collateral Agent acting or refraining from acting under this Agreement or
the Collateral Documents in accordance with the written instructions given in
accordance with this Agreement, and such instructions and any action taken or
failure to act pursuant thereto shall be binding on all the Noteholders. Except
for action expressly required of the Collateral Agent pursuant to the terms
hereof, the Collateral Agent shall be fully justified in failing or refusing to
take any action hereunder or under the Collateral Documents unless it shall
first be indemnified to its satisfaction by the Obligors or the Noteholders
against any and all liability and expense which may be incurred by the
Collateral Agent by reason of taking or continuing to take any such action.

         4.6. COLLATERAL AGENT'S REIMBURSEMENTS AND INDEMNIFICATION. TO THE
EXTENT THE COLLATERAL AGENT IS NOT REIMBURSED BY THE OBLIGORS, THE NOTEHOLDERS
HEREBY AGREE THAT EACH SUCH PERSON WILL REIMBURSE AND INDEMNIFY THE COLLATERAL
AGENT, IN PROPORTION TO ITS RESPECTIVE PRO RATA SHARE, FOR AND AGAINST ANY AND
ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES (INCLUDING REASONABLE COUNSEL FEES AND


                                       16
<PAGE>   20


DISBURSEMENTS) OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE COLLATERAL AGENT IN PERFORMING
ITS DUTIES HEREUNDER OR OTHERWISE IN CONNECTION HEREWITH INCLUDING LOSSES
OCCURRING FROM THE ORDINARY OR COMPARATIVE NEGLIGENCE OF THE COLLATERAL AGENT,
IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT; PROVIDED THAT NO
NOTEHOLDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS RESULTING SOLELY FROM THE COLLATERAL AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR ANY
FINANCING DOCUMENT TO THE CONTRARY, THE TERMS OF THIS SECTION 4.6 AND SECTION
5.4 SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE COLLATERAL AGENT AND SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND EACH FINANCING DOCUMENT.

         4.7. The Collateral Agent in its Individual Capacity. With respect to
any rights and obligations under the Note Purchase Agreement and Indebtedness
that may be owned by it, the Collateral Agent shall have the same rights and
powers hereunder as any other Noteholder and may exercise the same as though it
were not performing the duties specified herein and the terms "Noteholders" or
"Requisite Noteholders" or any similar terms shall, unless the context clearly
otherwise indicates, include Wilmington Trust Company (or any successor
Collateral Agent), in its individual capacity as and to the extent it is a
holder of any Note, and not in its capacity as the Collateral Agent. The
Collateral Agent may lend money to, and generally engage in any kind of lending,
investing, financial advisory or other business with the Obligors or any
affiliate of the Obligors as if it were not performing the duties specified
herein, and may accept fees and other consideration from the Obligors for
services in connection with this Agreement and otherwise without having to
account for the same to the Noteholders.

         4.8. Successor Collateral Agent.

                  (a) The Collateral Agent may resign at any time by giving 60
         days' prior written notice thereof to the Noteholders and the Obligors
         and may be removed at any time with or without cause by the Requisite
         Noteholders, which resignation or removal shall be effective upon the
         appointment of a successor to the Collateral Agent. Upon any such
         resignation or removal, the Requisite Noteholders shall have the right
         to appoint a successor Collateral Agent, which successor Collateral
         Agent must be an Eligible Agent. If within sixty (60) days after such
         resignation or removal no successor Collateral Agent shall have been so
         appointed, then the retiring Collateral Agent may, on behalf of the
         Noteholders, appoint a successor Collateral Agent, which successor
         Collateral Agent must be an Eligible Agent. Each of the Obligors agrees
         to, at its expense, promptly execute and deliver all further documents
         and instruments as are necessary to amend the Collateral Documents or
         otherwise perfect the security interest of the Collateral Agent in
         connection with the change in Collateral Agent.


                                       17
<PAGE>   21


                  (b) Upon the acceptance of any appointment as Collateral Agent
         hereunder by a successor Collateral Agent, such successor Collateral
         Agent shall thereupon succeed to and become vested with all the rights,
         powers, privileges and duties of the retiring Collateral Agent, and the
         retiring Collateral Agent shall be discharged from its duties and
         obligations under this Agreement. After any retiring Collateral Agent's
         resignation or removal hereunder as Collateral Agent, the provisions of
         this Agreement shall inure to its benefit as to any actions taken or
         omitted to be taken by it while it was Collateral Agent under this
         Agreement.

         4.9. Independent Action. Each of the Noteholders hereby agrees that no
Noteholder shall have any right individually to realize upon the Liens and
security interests granted by the Collateral Documents or to otherwise enforce
or exercise any remedy in respect of the Collateral Documents, it being
understood and agreed that such remedies may be exercised only by the Collateral
Agent for the ratable benefit of the Noteholders, and each of the Noteholders
further agree that (a) no Noteholder shall individually institute any judicial
action pertaining to the Collateral Documents or exercise any other remedy
pertaining to the Collateral Documents, except with the consent of the Requisite
Noteholders and (b) no Noteholder shall accept any guaranty of, or any other
security for, the Indebtedness from any Obligor or any Affiliate thereof, except
for the Guaranty Agreement contemplated by the Financing Documents, and except
for any guaranty or security granted to the Collateral Agent for the benefit of
all Noteholders. Notwithstanding the foregoing, nothing in this Section 4.7
shall prohibit the Noteholders from taking actions permitted under their
respective loan documents which are also permitted by, or not inconsistent with
the purposes and provisions of, this Agreement, including, without limitation,
the imposition of a default rate, the acceleration of the obligations of the
Borrower or the Guarantor owing to such Noteholder, enforcing their rights under
the guaranty, and the filing of a proceeding with respect to any Noteholder's
Note.

         4.10. Fees. The Obligors shall pay the fees of the Collateral Agent
agreed to and accepted by the Company, which are set forth on Exhibit A.

                                   ARTICLE V.

                                  MISCELLANEOUS

         5.1. Notice of Actions. Each of the Noteholders agree to deliver to the
Collateral Agent upon delivery to any Obligor, (a) a copy of any notice of
default, notice of intent to accelerate or notice of acceleration with respect
to the Indebtedness subject to this Agreement, (b) a copy of any notice of the
commencement of any judicial proceeding and a copy of any other notice with
respect to the exercise of remedies with respect to the Indebtedness subject to
this Agreement and (c) a copy of any notice of transfer of the Notes. The
Obligors shall send to the Collateral Agent promptly upon request and quarterly
a copy of the Note register indicating any Note transfers, the current
Noteholders and the principal amount of the Notes held by each Noteholder. The
Collateral Agent agrees to send to the Noteholders a copy of any notice or other


                                       18
<PAGE>   22


communication received by it from the other Person pursuant to clause (a) or (b)
of this Section 5.1.

         5.2. Termination. The Agreement shall terminate upon written receipt by
the Collateral Agent of evidence satisfactory to it of (a) the payment in full
of the principal of and the premium, if any, and interest on all Indebtedness,
and all fees and other amounts constituting Indebtedness, (b) the termination of
the Collateral Documents pursuant to the terms of the Note Purchase Agreement,
(c) the termination of the Financing Documents and (d) the termination of this
Agreement.

         5.3. Notices, Etc. All notices and other communications hereunder shall
be given in writing and shall be given to such Person at its address or telecopy
number as set forth on the signature pages hereof or such other address or
telecopy number such Person may hereafter specify by notice to the Collateral
Agent. Each notice or other communication shall be effective (a) if given by
mail, upon receipt, (b) if given by telecopier during regular business hours,
once such telecopy is transmitted to the telecopy number provided in writing to
the Collateral Agent by the Noteholders and each Obligor, respectively, and so
long as the sender on the same day sends a confirming copy of such notice by a
recognized overnight delivery service or (c) if given by any other means, upon
receipt; provided that notices to the Collateral Agent are not effective until
received.

         5.4. PAYMENT OF EXPENSES, INDEMNITIES, ETC. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE COLLATERAL AGENT
AND THE NOTEHOLDERS IN ACCORDANCE WITH THE TERMS OF THE NOTE PURCHASE AGREEMENT
AND COLLATERAL DOCUMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET
FORTH IN THE COLLATERAL DOCUMENTS SHALL ALSO RUN IN FAVOR OF THE COLLATERAL
AGENT. IF AND TO THE EXTENT THAT THE OBLIGATIONS OF THE OBLIGORS UNDER THIS
SECTION OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS OF THE NOTE PURCHASE
AGREEMENT OR THE COLLATERAL DOCUMENTS ARE UNENFORCEABLE FOR ANY REASON, THE
OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND
SATISFACTION OF SUCH OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE
OBLIGORS' OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS OR THE RESIGNATION OR REMOVAL OF
THE COLLATERAL AGENT.

         5.5. Applicable Law. THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND TO THE EXTENT
THAT THE FEDERAL LAWS OF THE UNITED STATES MAY OTHERWISE APPLY. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS SECTION, THE RIGHTS, DUTIES, IMMUNITIES,
INDEMNITIES AND STANDARD OF CARE OF WILMINGTON TRUST COMPANY, INDIVIDUALLY, AND
IN ITS CAPACITIES


                                       19
<PAGE>   23


AS COLLATERAL AGENT, CUSTODIAN, DEPOSITORY AND SECURITIES INTERMEDIARY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

         5.6. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

         5.7. Severability. If any term or provision of this Agreement shall be
determined to be illegal or unenforceable all other terms and provisions of this
Agreement shall nevertheless remain effective and shall be enforced to the
fullest extent permitted by applicable law.

         5.8. Authority. The parties hereto represent and warrant that they have
all requisite power to, and have been duly authorized to, enter into this
Agreement.

         5.9. Conflict With Loan Documents. If there is a conflict between the
terms and provisions relating to the Collateral contained in the Note Purchase
Agreement, the Notes, any instrument evidencing the Indebtedness, or any
Collateral Document and the terms and provisions contained herein, the terms and
provisions contained in this Agreement shall control.

         5.10. Benefit of Agreement; Limitation on Assignment. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the Collateral Agent and each Noteholder and their respective successors and
assigns (including any note purchaser under any replacement facilities entered
into in connection with a restructuring of the Indebtedness) and each such
successor and assign (and note purchaser) shall have the benefit of their
respective Pro Rata Shares of any Proceeds or Shared Proceeds held as cash
collateral in accordance with Section 3.3(a). Any Noteholder may sell or assign
any Note held by it which is outstanding on the date of this Agreement if such
sale or assignment is permitted by, and completed in accordance with, the terms
of the Note Purchase Agreement, provided that, no Noteholder shall assign,
transfer or sell any portion of the Indebtedness, unless in connection with such
assignment, transfer or sale, such assignee, transferee or purchaser shall first
agree to be bound by the terms of this Agreement. Additionally, no Noteholder
shall assign, transfer or sell any portion of the Indebtedness to the Borrower,
any other Obligor, or any of their Affiliates unless the assignee or purchaser
or such Indebtedness has also offered to assume or purchase (and is able to
assume or purchase), as the case may be, the Indebtedness of each of the other
Noteholders.

         5.11. Amendments, etc. (a) No amendment or waiver of any provision of
this Agreement nor consent to any departure by any Person party hereto shall be
effective unless the same shall be in writing and signed by the Collateral
Agent, the Requisite Noteholders and the Borrower and (b) no amendment or waiver
of any provision of any other Collateral Document nor consent to any departure
by any Person party thereto shall be effective unless the same shall be in
writing and signed by the Requisite Noteholders; provided that no amendment to
the Collateral Documents which directly or indirectly


                                       20
<PAGE>   24


narrows the description of the Collateral or the obligations being secured
thereby, changes the priority of payments to the Noteholders or the Collateral
Agent under the Collateral Documents or this Agreement or amends the definition
of "Requisite Noteholders" may be made without the consent of all of the
Noteholders, and in all such cases, each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

         5.12. No Further Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                                       21
<PAGE>   25


         EXECUTED as of the date first above written.


                        BORROWER AND GUARANTOR:

                        Probex Fluids Recovery, Inc., a Delaware corporation


                        By: /s/ BRUCE A. HALL
                           ---------------------------------------------------
                        Name:  Bruce A. Hall
                        Title: Vice President

                        Address:   13355 Noel Road, Suite 1200
                                   Dallas, Texas 75240
                        Attention: Bruce Hall
                                      Telecopy No. 972/980-8545


                        Probex Corp., a Delaware corporation


                        By: /s/ BRUCE A. HALL
                           ---------------------------------------------------
                        Name:  Bruce A. Hall
                        Title: Senior Vice President & Chief Financial Officer

                        Address:   13355 Noel Road, Suite 1200
                                   Dallas, Texas  75240
                        Attention: Bruce Hall
                                      Telecopy No.  972/980-8545


<PAGE>   26
THE NOTEHOLDERS:

               [Signatures of Noteholders Intentionally Omitted]
<PAGE>   27


                        COLLATERAL AGENT:
                        WILMINGTON TRUST COMPANY




                        By: /s/ JOSEPH B. FEIL
                           -------------------------------------------------
                        Name:  Joseph B. Feil
                        Title: Senior Financial Services Officer

                        Address:   Wilmington Trust Company
                                   1100 North Market Street
                                   Rodney Square North
                                   Wilmington, DE 19890-0001
                        Attention: Corporate Trust Administration - Probex



                 [EXHIBITS AND SCHEDULES INTENTIONALLY OMITTED]