Prepared by MerrillDirect





EXHIBIT 10.1



















U.S. $130,000,000


THIRD AMENDED AND RESTATED CREDIT
AGREEMENT,


dated as of August 10, 2001


among


MARKWEST HYDROCARBON,
INC.,

as the Borrower,


and


CERTAIN FINANCIAL INSTITUTIONS,

as the Lenders,


and


BANK OF AMERICA, N.A.

as the
Administrative Agent for the Lenders










BANC OF AMERICA
SECURITIES LLC,

as Lead
Arranger and Sole Book Manager


























TABLE OF CONTENTS


 


	 	 	 
	ARTICLE I	DEFINITIONS AND
  ACCOUNTING TERMS
	 	SECTION 1.1	Defined Terms
	 	SECTION 1.2	Use of Defined Terms
	 	SECTION 1.3	Cross-References
	 	SECTION 1.4	Accounting and
  Financial Determinations
	 	 	 
	ARTICLE II	COMMITMENTS,
  BORROWING PROCEDURES AND NOTES
	 	SECTION 2.1	Commitments
	 	SECTION 2.1.1	Revolving Loan Commitment
	 	SECTION 2.1.2	Commitment to
  Issue Letters of Credit
	 	SECTION 2.1.3	Reducing Loan Commitment
	 	SECTION 2.1.4	Term Loan Commitment
	 	SECTION 2.1.5	Lenders
  Not Required To Make Loans or Issue or Participate in Letters of Credit
	 	SECTION 2.1.6	Increase
  in Facility A Revolving Loan Commitment Amount
	 	SECTION 2.2	Reduction of Commitment
  Amounts
	 	SECTION 2.2.1	Optional
	 	SECTION 2.2.2	Mandatory as to Reducing
  Loans
	 	SECTION 2.3	Borrowing Procedure
	 	SECTION 2.4	Continuation and
  Conversion Elections
	 	SECTION 2.5	Funding
	 	SECTION 2.6	Notes
	 	SECTION 2.7	Letters of Credit
	 	SECTION 2.7.1	Issuance Requests
	 	SECTION 2.7.2	Issuances and Extensions
	 	SECTION 2.7.3	[Intentionally Omitted]
	 	SECTION 2.7.4	Other Lenders’
  Participation
	 	SECTION 2.7.5	Disbursements
	 	SECTION 2.7.6	Reimbursement
	 	SECTION 2.7.7	Deemed Disbursements
	 	SECTION 2.7.8	Nature of
  Reimbursement Obligations
	 	SECTION 2.7.9	Increased Costs; Indemnity
	 	 	 
	ARTICLE III	REPAYMENTS,
  PREPAYMENTS, INTEREST AND FEES
	 	SECTION 3.1	Repayments and Prepayments
	 	SECTION 3.1.1	Optional Prepayment
	 	SECTION 3.1.2	Mandatory
  Prepayment on Reducing Loans
	 	SECTION 3.1.3	Mandatory
  Prepayment on Acceleration
	 	SECTION 3.1.4	Prepayments of Term Loans
	 	SECTION 3.2	Interest Provisions
	 	SECTION 3.2.1	Rates
	 	SECTION 3.2.2	Default Rate
	 	SECTION 3.2.3	Payment Dates
	 	SECTION 3.3	Fees
	 	SECTION 3.3.1	Commitment Fee
	 	SECTION 3.3.2	Administrative Agent’s Fee
	 	SECTION 3.3.3	Letter of Credit Fees
	ARTICLE IV	CERTAIN LIBO
  RATE AND OTHER PROVISIONS
	 	SECTION 4.1	Fixed Rate Lending Unlawful
	 	SECTION 4.2	Deposits Unavailable
	 	SECTION 4.3	Increased LIBO Rate
  Loan Costs, etc
	 	SECTION 4.4	Funding Losses
	 	SECTION 4.5	Increased Capital Costs
	 	SECTION 4.6	Taxes
	 	SECTION 4.7	Payments, Computations, etc
	 	SECTION 4.8	Sharing of Payments
	 	SECTION 4.9	Setoff
	 	 	 
	ARTICLE V	CONDITIONS TO BORROWING
	 	SECTION 5.1	Continuation
  of Existing Loans; Initial Borrowing
	 	SECTION 5.1.1	Resolutions, etc
	 	SECTION 5.1.2	Delivery
  of this Agreement, Prior Lender Assignment
	 	SECTION 5.1.3	Guaranty Agreements
	 	SECTION 5.1.4	Collateral Documents
	 	SECTION 5.1.5	Certificate (Acquisition)
	 	SECTION 5.1.6	Closing Certificate
	 	SECTION 5.1.7	Opinions of Counsel
	 	SECTION 5.1.8	Closing Fees, Expenses, etc
	 	SECTION 5.1.9	Evidence of Insurance
	 	SECTION 5.1.10	Projections
	 	SECTION 5.1.11	Title
	 	SECTION 5.1.12	Initial Reserve Report
	 	SECTION 5.1.13	Environmental Reports
	 	SECTION 5.1.14	Financial Statements
	 	SECTION 5.1.15	Incentive Payments
  Agreement
	 	SECTION 5.1.16	Other
	 	SECTION 5.2	Conditions
  Precedent to Initial Reducing Loan
	 	SECTION 5.2.1	Revolving Loans Paid
	 	SECTION 5.2.2	Confirmatory Certificate
	 	SECTION 5.3	All Borrowings
	 	SECTION 5.3.1	Compliance
  with Warranties, No Default, etc
	 	SECTION 5.3.2	Borrowing
  Request; Compliance Certificate
	 	SECTION 5.3.3	Satisfactory Legal Form
	 	 	 
	ARTICLE VI	REPRESENTATIONS AND
  WARRANTIES
	 	SECTION 6.1	Organization, etc
	 	SECTION 6.2	Due
  Authorization, Non-Contravention, etc
	 	SECTION 6.3	Government
  Approval, Regulation, etc
	 	SECTION 6.4	Validity, etc
	 	SECTION 6.5	Financial Information
	 	SECTION 6.6	No Material Adverse Change
	 	SECTION 6.7	Litigation, Labor
  Controversies, etc
	 	SECTION 6.8	Subsidiaries
	 	SECTION 6.9	Ownership of Properties
	 	SECTION 6.10	Taxes
	 	SECTION 6.11	Pension and Welfare Plans
	 	SECTION 6.12	Compliance with Law
	 	SECTION 6.13	Claims and Liabilities
	 	SECTION 6.14	No
  Prohibition on Perfection of Collateral Documents
	 	SECTION 6.15	Solvency
	 	SECTION 6.16	Environmental Warranties
	 	SECTION 6.17	Regulations T, U and X
	 	SECTION 6.18	Accuracy of Information
	 	SECTION 6.19	Default
	 	SECTION 6.20	Acquisition Contracts
	 	SECTION 6.21	Boldman Plant; Other Plants
	 	SECTION 6.22	Oil and Gas Reserves
	 	SECTION 6.23	Initial Reserve Report
	 	 	 
	ARTICLE VII	COVENANTS
	 	SECTION 7.1	Affirmative Covenants
	 	SECTION 7.1.1	Financial
  Information, Reports, Notices, etc
	 	SECTION 7.1.2	Compliance with Laws, etc
	 	SECTION 7.1.3	Maintenance of Properties
	 	SECTION 7.1.4	Use of Proceeds
	 	SECTION 7.1.5	Insurance
	 	SECTION 7.1.6	Books and Records
	 	SECTION 7.1.7	Environmental Covenant
	 	SECTION 7.1.8	Further
  Assurances; Additional Collateral
	 	SECTION 7.1.9	Compliance
  with Hedging Policy; Hedging Agreements
	 	SECTION 7.1.10	Hedging Agreements
	 	SECTION 7.1.11	Performance of Obligations
	 	SECTION 7.1.12	Payment of Taxes and Claims
	 	SECTION 7.1.13	ERISA Information and
  Compliance
	 	SECTION 7.1.14	Merger into MarkWest
  Canada Co.
	 	SECTION 7.1.15	Certain Collateral
  Agreements
	 	SECTION 7.2	Negative Covenants
	 	SECTION 7.2.1	Business Activities
	 	SECTION 7.2.2	Indebtedness
	 	SECTION 7.2.3	Liens
	 	SECTION 7.2.4	Financial Covenants
	 	SECTION 7.2.5	Investments
	 	SECTION 7.2.6	Restricted Payments, etc
	 	SECTION 7.2.7	Rental Obligations
	 	SECTION
  7.2.8	Consolidation, Merger, etc
	 	SECTION 7.2.9	Asset Dispositions, etc
	 	SECTION 7.2.10	Subordinated Debt Documents
	 	SECTION 7.2.11	Transactions with
  Affiliates
	 	SECTION 7.2.12	Negative
  Pledges, Restrictive Agreements, etc
	 	SECTION 7.2.13	Amendments
  to Incentive Payments Agreement
	 	SECTION 7.2.14	Use of Proceeds
	 	 	 
	ARTICLE VIII	EVENTS OF DEFAULT
	 	SECTION 8.1	Listing of Events of
  Default
	 	SECTION 8.1.1	Non-Payment of Obligations
	 	SECTION 8.1.2	Breach of Warranty
	 	SECTION 8.1.3	Non-Performance
  of Certain Covenants and Obligations
	 	SECTION 8.1.4	Non-Performance
  of Other Covenants and Obligations
	 	SECTION 8.1.5	Default
  under Subordinated Note Documents or on Other Indebtedness
	 	SECTION 8.1.6	Judgments
	 	SECTION 8.1.7	Pension Plans
	 	SECTION 8.1.8	Control of the Borrower
	 	SECTION 8.1.9	Bankruptcy, Insolvency, etc
	 	SECTION 8.1.10	Impairment of Security, etc
	 	SECTION
  8.1.11	Default Under Material
  Agreement
	 	SECTION 8.1.12	Invalidity of Loan
  Documents
	 	SECTION 8.2	Action if Bankruptcy
	 	SECTION 8.3	Action if Other Event
  of Default
	 	 	 
	ARTICLE IX	THE AGENT
	 	SECTION 9.1	Actions
	 	SECTION 9.2	Funding Reliance, etc
	 	SECTION 9.3	Exculpation
	 	SECTION 9.4	Successor
	 	SECTION 9.5	Loans by BofA
	 	SECTION 9.6	Credit Decisions
	 	SECTION 9.7	Copies, etc
	 	SECTION 9.8	Default; Collateral
	 	SECTION 9.9	Lender Hedging Agreements
	 	 	 
	ARTICLE X	MISCELLANEOUS
  PROVISIONS
	 	SECTION 10.1	Waivers,
  Amendments, Release of Collateral, etc
	 	SECTION 10.2	Notices
	 	SECTION 10.3	Payment of Costs and
  Expenses
	 	SECTION 10.4	Indemnification
	 	SECTION 10.5	Survival
	 	SECTION 10.6	Severability
	 	SECTION 10.7	Headings
	 	SECTION 10.8	Execution in Counterparts
	 	SECTION 10.9	Governing Law; Entire
  Agreement
	 	SECTION 10.10	Successors and Assigns
	 	SECTION 10.11	Sale
  and Transfer of Loans and Notes; Participations in Loans and Notes
	 	SECTION 10.11.1	Assignments
	 	SECTION 10.11.2	Participations
	 	SECTION 10.12	Other Transactions
	 	SECTION 10.13	Forum
  Selection and Consent to Jurisdiction
	 	SECTION 10.14	Waiver of Jury Trial
	 	SECTION 10.15	Confidentiality
	 	SECTION 10.16	Releases
	 	SECTION 10.17	Priority of Hedging
  Obligations
	 	SECTION 10.18	Certain Remedies
	 	SECTION 10.19	Maximum Rate
	 	SECTION 10.20	Entire Agreement
					



 











	SCHEDULES:	 
	 	 	 
	Schedule I	-	Disclosure
  Schedule
	Schedule II	-	Collateral
  Documents to Be Delivered
	Schedule III	-	Description
  of Initial Reserve Reports
	 	 	 
	EXHIBITS:	 
	 	 	 
	Exhibit A-1	-	Form of Facility
  A Revolving Note
	Exhibit A-2	-	Form of
  Facility B Revolving Note
	Exhibit A-3	-	Form of Term
  Loan Note
	Exhibit B	-	Form of
  Borrowing Request
	Exhibit C	-	Form of
  Continuation/Conversion Notice
	Exhibit D	-	Form of
  Lender Assignment Agreement
	Exhibit E-1	-	Form of Legal
  Opinion of Davis, Graham & Stubbs
	Exhibit E-2	-	Form of Legal
  Opinion of Baker & Botts
	Exhibit E-3	-	Form of Legal
  Opinion of Fraser Milner Casgrain
	Exhibit E-4	-	Form of Legal
  Opinion of Barry Spector
	Exhibit F	-	Form of Compliance
  Certificate
	Exhibit G	-	Form of
  Amended and Restated Guaranty
	Exhibit H	-	Form of
  Issuance Request
	Exhibit I	-	Hedging
  Policy
				











THIRD
AMENDED AND RESTATED CREDIT AGREEMENT


             THIS
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 10, 2001,
among MARKWEST HYDROCARBON, INC., a Delaware corporation (the “Borrower”),
the various financial institutions as are or may become parties hereto
(collectively, the “Lenders”), and BANK OF AMERICA, N.A. (“BofA”),
as administrative agent for the Lenders (in such capacity, the “Agent”
or the “Administrative Agent”).


W I T N E S S E T H:


             WHEREAS,
the Borrower is engaged in the business of the acquisition, ownership,
operation, leasing, and construction of natural gas processing and treating
plants, fractionation facilities and pipelines and oil and gas exploration,
production and development, natural gas, natural gas liquids and crude oil
marketing, storage, transportation and terminalling, and activities related or
ancillary to the foregoing;


             WHEREAS,
the Borrower, certain financial institutions (the “Norwest Lenders”),
and Norwest Bank Colorado, National Association (“Norwest”), as
predecessor to BofA in its capacity as Administrative Agent, heretofore entered
into an Amended and Restated Working Capital Loan Agreement dated as of
October 8, 1996 (such agreement, as so amended, the “Working Capital
Loan Agreement”) pursuant to which the Norwest Lenders agreed to make loans
(therein referred to as the “Original Working Capital Loans”) to the
Borrower;


             WHEREAS,
the Borrower, the Norwest Lenders, and Norwest heretofore entered into an
Amended and Restated Loan Agreement dated as of October 8, 1996 (such
agreement, as so amended, the “Loan Agreement”) pursuant to which the
Norwest Lenders agreed to make loans (therein referred to as the “Original
Loans”) to the Borrower;


             WHEREAS,
the Borrower, certain financial institutions (the “BMO Lenders”),
NationsBank, N.A., as syndication agent, and Bank of Montreal (“BMO”),
as predecessor to BofA in its capacity as Administrative Agent, heretofore
entered into that certain Amended and Restated Credit Agreement dated as of
June 20, 1997, as amended (such agreement, as so amended, the “A&R
Credit Agreement”) pursuant to which the Borrower, the BMO Lenders, the
syndication agent and the Administrative Agent restructured the indebtedness of
the Borrower to the Original Lenders pursuant to the Original Loan Agreement
and the Original Working Capital Loan Agreement and amended, renewed, restated
and converted such indebtedness to indebtedness under the A&R Credit
Agreement (the “BMO Loans”);


             WHEREAS,
the Borrower, certain financial institutions (the “Existing Lenders”),
and the Administrative Agent heretofore entered into that certain Second
Amended and Restated Credit Agreement dated as of September 29, 1999 (the
“Existing Credit Agreement”), as amended from time to time pursuant to
which the Existing Lenders amended, renewed, restated and restructured the
indebtedness under the A&R Credit Agreement as set forth in the Existing
Credit Agreement and agreed to make loans (the “Existing Loans”) to the
Borrower;


             WHEREAS,
pursuant to assignment agreements (collectively, the “Prior Lender
Assignment”) of even date herewith, but effective for all purposes
immediately prior hereto, Bank of America will purchase, from the lenders
(other than Bank of America) under the Existing Credit Agreement, all of such
lenders’ loans under the Existing Credit Agreement;


             WHEREAS,
the Borrower, the Lenders, and the Administrative Agent agree immediately after
giving effect to the Prior Lender Assignment to amend and restate the Existing
Credit Agreement as herein provided;


             WHEREAS,
the Borrower, the Lenders and the Administrative Agent hereby make further
amendments to the Existing Credit Agreement and restate the Existing Credit
Agreement in its entirety;


             NOW,
THEREFORE, the parties hereto agree as follows:


ARTICLE
I


DEFINITIONS AND ACCOUNTING TERMS


             SECTION 1.1   Defined Terms. 
The following terms (whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be equally applicable
to the singular and plural forms thereof) and the meanings set forth in
Schedules II and III to this Agreement:


             “A&R
Credit Agreement” is defined in the fourth recital.


             “Acquisition”
means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of
a Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination of the Borrower or a Subsidiary with
another Person (other than a Person that is a Subsidiary) provided that, if the
Borrower is a party to such merger, consolidation or other combination, the Borrower
shall be the surviving entity, and if the Borrower is not a party to such
transaction, the Subsidiary shall be the surviving entity.


             “Acquisition
Contracts” means (a) the Share Purchase Agreement dated August 10, 2001
among the Borrower, MarkWest Canada Co., and the Sellers therein named with
respect to the shares of the Watford Entities and Watford Energy as therein
defined, and (b) the Share Purchase Agreement between the Borrower and Kaiser
Energy Ltd.


             “Administrative
Agent” is defined in the preamble and includes each other Person as
shall have subsequently been appointed as the successor Administrative Agent
pursuant to Section 9.4.


             “Affiliate”
of any Person means any other Person which, directly or indirectly, controls,
is controlled by or is under common control with such Person (excluding any
trustee under, or any committee with responsibility for administering, any
Plan).  A Person shall be deemed to be
“controlled by” any other Person if such other Person possesses, directly or
indirectly, power (a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election of directors or
managing general partners; or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.


             “Agreement”
means, on any date, this Third Amended and Restated Credit Agreement as
originally in effect on the Effective Date and as thereafter from time to time
amended, supplemented, amended and restated, or otherwise modified and in
effect on such date.


             “Alternate
Base Rate” means, on any date and with respect to all Base Rate Loans, a
fluctuating rate of interest per annum equal to the higher of (a) the rate
of interest most recently established by BofA as its base rate, and
(b) the Federal Funds Rate most recently determined by the Administrative
Agent (in accordance with the definition of Federal Funds Rate) plus 0.5%.  The Alternate Base Rate is not necessarily
intended to be the lowest rate of interest determined by the BofA in connection
with extensions of credit.  Changes in
the rate of interest on that portion of any Loans maintained as Base Rate Loans
will take effect simultaneously with each change in the Alternate Base Rate.


             “Applicable
Margin” means, with respect to any Loan of any type or any Letter of
Credit, and at such time as the Leverage Ratio is in one of the following
ranges, the number of basis points (“b.p.”) per annum for the relevant
type of Loan, Commitment Fee or Letter of Credit and the relevant range set
forth below:


 


	 	Leverage
  Ratio	Applicable
  Margin	 	 	 
	Pricing
  Level	 	LIBO
  Rate Loan	 	Letter
  of Credit	 	Base
  Rate Loan	 	Commitment
  Fee	 
	1	Less than or equal to 1.0X	150.0
  b.p.	 	150.0
  b.p.	 	37.5
  b.p.	 	25.0
  b.p.	 
	2	Greater than 1.0X but less than or
  equal to 2.0X	175.0
  b.p.	 	175.0
  b.p.	 	62.5
  b.p.	 	30.0
  b.p.	 
	3	Greater than 2.0X, but less than or
  equal to 2.75X	200.0
  b.p.	 	200.0
  b.p.	 	87.5
  b.p.	 	37.5
  b.p.	 
	4	Greater than 2.75X, but less than or
  equal to 3.25X	225.0
  b.p.	 	225.0
  b.p.	 	112.5
  b.p.	 	50.0
  b.p.	 
	5	Greater than 3.25X	250.0
  b.p.	 	250.0
  b.p.	 	137.5
  b.p.	 	50.0
  b.p.	 





 











The Leverage Ratio shall be determined from the
then most recent monthly financial statements delivered by the Borrower
pursuant to Section 7.1.1 and any changes in Applicable Margin
shall become effective the first day of the second month following the date
such financial statements are dated.  In
the event that the Borrower shall at any time fail to furnish the Lenders such
financial statements required to be delivered under Section 7.1.1, the
maximum Applicable Margin as set forth above shall apply until such time as
such financial statements are so delivered. 
Changes in the Applicable Margin as a result of a change in the Leverage
Ratio will occur automatically as aforesaid without notice.  The Applicable Margin shall be set at
Pricing Level 4 for the period beginning on the Effective Date and ending
on January 31, 2002, unless during such period the Leverage Ratio
falls within Pricing Level 5, in which case Pricing Level 5 will
apply.








             “Assignee
Lender” is defined in Section 10.11.1.


             “Authorized
Officer” means, relative to any Obligor, those of its officers whose
signatures and incumbency shall have been certified to the Administrative Agent
and the Lenders pursuant to Section 5.1.1.


             “Base
Rate Loan” means a Loan bearing interest at a fluctuating rate determined
by reference to the Alternate Base Rate.


             “Base
Rate Margin” means, on any date, a per annum fee equal to the Applicable
Margin for Base Rate Loans on such date.


             “Basin”
means Basin Pipeline L.L.C., a Michigan limited liability company.


             “BMO”
is defined in the fourth recital.


             “BofA”
is defined in the preamble.


             “Borrower”
is defined in the preamble.


             “Borrowing”
means the Loans of the same type and, in the case of LIBO Rate Loans, having
the same Interest Period made by all Lenders on the same Business Day and
pursuant to the same Borrowing Request in accordance with Section 2.1.


             “Borrowing
Request” means a loan request and certificate duly executed by an Authorized
Officer of the Borrower, substantially in the form of Exhibit B hereto.


             “Business
Day” means (a) any day which is neither a Saturday or Sunday nor a legal
holiday on which banks are authorized or required to be closed in Dallas,
Texas, Denver, Colorado or New York, New York; and (b) relative to the making,
continuing, prepaying or repaying of any LIBO Rate Loans, any day on which
dealings in Dollars are carried on in the interbank eurodollar market.


             “Canadian
Acquisition” means the acquisition by MarkWest Canada Co. of the Target
Companies pursuant to the Acquisition Contracts.


             “Canadian
Facility” means a credit facility providing for loans to MarkWest Canada
Co. in an initial principal amount of up to $35,000,000, entered into after the
date hereof to refinance Loans under Revolving Facility B, which is secured by
the Collateral and by assets owned by the Borrower’s Canadian Subsidiaries, is
guaranteed by the Borrower and its Subsidiaries, and in which each Lender (or
its Affiliate) is also a lender thereunder and has the same pro rata share
thereunder as such Lender (or its Affiliate) has hereunder; provided, however,
that the execution of this Agreement shall not constitute a commitment by any
Lender to be a lender in the Canadian Facility.


             “Canadian
Ratio” means, at any time, an amount equal to the aggregate commitment of
the lenders under the Canadian Credit Facility (the “Canadian Commitment”)
divided by an amount equal to the sum of the aggregate Commitment
Amount in effect hereunder at such time plus the Canadian Commitment in effect
at such time.


             “Capitalized
Lease Liabilities” means all monetary obligations of the Borrower or any of
its Subsidiaries under any leasing or similar arrangement which, in accordance
with GAAP, would be classified as capitalized leases, and, for purposes of this
Agreement and each other Loan Document, the amount of such obligations shall be
the capitalized amount thereof, determined in accordance with GAAP, and the
stated maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty.


             “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Issuer and the Lenders, as
collateral for the Obligations in respect of Letters of Credit, cash or deposit
account balances pursuant to documentation in form and substance satisfactory
to the Administrative Agent and the Issuer (which documents are hereby
consented to by the Lenders). 
Derivatives of such term shall have corresponding meaning.  The Borrower hereby grants the
Administrative Agent, for the benefit of the Issuer and the Lenders, a Lien on
all such cash and deposit account balances. 
Cash collateral shall be maintained in blocked, non–interest
bearing deposit accounts at BofA or other institutions satisfactory to it.


             “Cash
Equivalent Investment” means, at any time: (a) any evidence of
Indebtedness, maturing not more than one year after such time, issued or
guaranteed by the United States Government; (b) commercial paper, maturing not
more than nine months from the date of issue, which is issued by (i) a
corporation (other than an Affiliate of any Obligor) organized under the laws
of any state of the United States or of the District of Columbia and rated A–l
by Standard & Poor’s Corporation or P–l by Moody’s Investors Service,
Inc., or (ii) any Lender (or its holding company); (c) any certificate of
deposit or bankers acceptance, maturing not more than one year after such time,
which is issued by either (i) a commercial banking institution that is a member
of the Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $250,000,000, or (ii) any Lender or an
Affiliate thereof; (d) any repurchase agreement entered into with any Lender or
an Affiliate thereof (or other commercial banking institution of the stature
referred to in clause (c)(i)) which (i) is secured by a fully perfected
security interest in any obligation of the type described in any of clauses
(a) through (c); and (ii) has a market value at the time such
repurchase agreement is entered into of not less than 100% of the repurchase
obligation of such Lender or Affiliate (or other commercial banking
institution) thereunder, (e) obligations of any state within the United States
of America, any nonprofit corporation or any instrumentality of the foregoing,
provided that at the time of their purchase, such obligations are rated in one
of the two highest letter rating categories (e.g. in the case of Standard &
Poor’s Corporation, either its AAA or AA category) by a nationally recognized
securities credit rating agency, (f) obligations issued by political
subdivisions or municipalities of any state within the United States of
America, any nonprofit corporation or any instrumentality of the foregoing,
provided that at the time of their purchase, such obligations are rated in one
of the two highest letter rating categories (e.g., in the case of Standard
& Poor’s Corporation, either its AAA or AA category) by a nationally
recognized securities credit rating agency, or (g) eurodollar deposits with the
overseas branch of (i) any commercial banking institution that is a member of the
Federal Reserve System and has a combined capital and surplus and undivided
profits of not less than $250,000,000, or (ii) any Lender or an Affiliate
thereof.


             “CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended.


             “CERCLIS”
means the Comprehensive Environmental Response Compensation Liability
Information System List.


             “Change
in Control” means (a) the acquisition by any Person, or two or more Persons
acting in concert (other than John Fox and members of his family), of
beneficial ownership (within the meaning of Rule 13d–3 of the Securities
and Exchange Commission under the Securities Exchange Act of 1934) of 30% or
more of the outstanding shares of voting stock of the Borrower; or (b) the
failure of John Fox and members of his family to own, free and clear of all
Liens or other encumbrances, at least 25% of the outstanding shares of voting
stock of the Borrower on a fully diluted basis.


             “Closing
Date Security Documents” shall have the meaning set forth in Schedule II.


             “Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.


             “Collateral”
means all of the items and types of property described in now existing or
hereafter created Collateral Documents and cash and non–cash proceeds
thereof.


             “Collateral
Documents” means each Guaranty, each pledge agreement, security agreement,
mortgage, assignment and other document described on Schedule II hereto, and
all other security agreements, deeds of trust, mortgages, chattel mortgages,
assignments, pledges, guaranties, financing statements, continuation
statements, extension agreements and other agreements or instruments previously
delivered or now or hereafter delivered by Borrower or any Subsidiary of the Borrower
to the Administrative Agent on behalf of the Lenders or to the Lenders in
connection with this Agreement or any transaction contemplated hereby to secure
or guarantee the payment of any part of the Obligations or the performance of
any other duties and obligations of Borrower under the Loan Documents, whenever
made or delivered.


             “Commitment”
means the sum of (a) as the context may require, a Lender’s Reducing Loan
Commitment or Revolving Loan Commitment, and (b) such Lender’s Term Loan
Commitment.


             “Commitment
Amount” means the sum of (a) as the context may require, either the
Reducing Loan Commitment Amount or the Revolving Loan Commitment Amount, and
(b) the Term Loan Commitment Amount.


             “Commitment
Fee” means, on any date, a per annum fee equal to the commitment fee
indicated in the pricing grid set forth in the definition of Applicable Margin
on such date.


             “Commitment
Termination Date” means, with respect to the Reducing Loans and the
Revolving Loans, as the context may require, either the Reducing Loan
Commitment Termination Date or the Revolving Loan Commitment Termination Date,
and with respect to the Term Loans, the date of the Borrowing of the Term
Loans.


             “Commitment
Termination Event” means (a) the occurrence of any Default described in clauses
(a) through (d) of Section 8.1.9; or (b) the occurrence and
continuance of any other Event of Default and either (i) the declaration of the
Loans and other Obligations to be due and payable pursuant to Section 8.3,
or (ii) in the absence of such declaration, the giving of notice by the
Administrative Agent, acting at the direction of the Required Lenders, to the
Borrower that the Commitments have been terminated.


             “Consolidated
Net Income” of the Borrower means, for any period, the aggregate net income
(or net loss, as the case may be) of the Borrower and its Subsidiaries for such
period on a consolidated basis, determined in accordance with GAAP; provided
that there shall be excluded therefrom, without duplication, (i) items
classified as extraordinary (other than the tax benefit of the utilization of
net operating loss carry-forwards and alternative minimum tax credits); (ii)
any gain or loss, net of taxes, on the sale or other disposition of assets
(including the capital stock or other equity ownership of any other person, but
excluding the sale of oil and gas inventories in the ordinary course of
business); (iii) any gain or loss, net of taxes, realized on the termination of
any employee pension benefit plan; (iv) any adjustments of a deferred tax liability
or asset pursuant to Statement of Financial Accounting Standards No. 109 which
result from changes in enacted tax laws or rates; (v) the cumulative effect of
a change in accounting principles; and (vi) impairment losses on oil and gas
properties.


             “Contingent
Liability” means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon
(by direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise
to assure a creditor against loss) the indebtedness, obligation or any other
liability of any other Person (other than by endorsements of instruments in the
course of collection), or guarantees the payment of dividends or other
distributions upon the shares of any other Person; provided, however, that
notwithstanding the foregoing, the definition of “Contingent Liability” shall
not include (a) any contingent payments owing by Borrower or any or its
Subsidiaries in connection with Section 2 of the West Shore/Basin Purchase
Agreement, or (b) Incentive Payments paid in accordance with the Incentive
Payments Agreement.  The amount of any
Person’s obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding principal amount
(or maximum principal amount, if larger) of the debt, obligation or other
liability guaranteed thereby.


             “Continuation/Conversion
Notice” means a notice of continuation or conversion and certificate duly
executed by an Authorized Officer of the Borrower, substantially in the form of
Exhibit C hereto.


             “Controlled
Group” means all members of a controlled group of corporations and all
members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.


             “Conversion
Date” means the date the initial Reducing Loan is made pursuant to the
terms hereof which shall be January 1, 2004 if a Commitment Termination Event
has not previously occurred.


             “Current
Ratio” means the ratio of (a) consolidated current assets of the
Borrower and its Subsidiaries (including (i) any unused portion of the Facility
A Revolving Loan Commitment Amount and (ii) before the Stated Maturity Date for
Revolving Facility B, any unused portion of the Facility B Revolving Loan
Commitment Amount, and after the Stated Maturity Date for Revolving Facility B,
any unused portion of the commitment under the Canadian Facility) to
(b) consolidated current liabilities of the Borrower and its Subsidiaries,
both as determined in accordance with GAAP (it being understood that only the
funded portion, if any, of any reduction pursuant to Section 2.2.2
of the Reducing Loan Commitment Amount will be deemed to be a current liability
for purposes of this definition); provided that for purposes of this
definition, non-cash mark-to-market adjustments relating to Hedging Agreements
required to be made under GAAP shall be excluded for purposes of determining
such ratio.


             “Default”
means any Event of Default or any condition, occurrence or event which, after
notice or lapse of time or both, would constitute an Event of Default.


             “Default
Rate” means the rate of interest set forth in Section 3.2.2.


             “Disclosure
Schedule” means the Disclosure Schedule attached hereto as Schedule I,
as it may be amended, supplemented or otherwise modified from time to time by the
Borrower with the written consent of the Administrative Agent and the Required
Lenders.


             “Dollar”
and the sign “$” mean lawful money of the United States.


             “Domestic
Office” means, relative to any Lender, the office of such Lender designated
as such below its signature hereto or designated in the Lender Assignment
Agreement or such other office of a Lender (or any successor or assign of such
Lender) within the United States as may be designated from time to time by
notice from such Lender, as the case may be, to each other Person party hereto.


             “Domestic
Subsidiary” means a Subsidiary of the Borrower that is incorporated,
organized or formed under the laws of a state in the United States.


             “EBITDA”
means net earnings (excluding extraordinary items, gains and losses on sales
and retirement of assets, non-cash write downs and charges resulting from
accounting convention changes) before deduction for federal and state income
taxes, Interest Expense, depreciation, depletion and amortization expense and
other non-cash charges and expenses, including, without limitation, non-cash
charges and expenses relating to Hedging Agreements, of the Borrower and its
Subsidiaries on a consolidated basis, all determined in accordance with GAAP.


             “Effective
Date” means the first date all conditions precedent in Section 5.1
are satisfied or waived in accordance with Section 10.1.


             “Environmental
Laws” means all applicable federal, state or local statutes, laws,
ordinances, codes, rules, regulations and guidelines (including consent decrees
and administrative orders) relating to public health and safety and protection
of the environment.


             “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute of similar import, together with the regulations thereunder,
in each case as in effect from time to time. 
References to sections of ERISA also refer to any successor sections.


             “ERISA
Affiliate” shall mean each trade or business (whether or not incorporated)
which together with the Company or any Subsidiary would be deemed to be a
“single employer” within the meaning of section 4001(b)(1) of ERISA or
subsections (b), (c), (m) or (o) of section 414 of the Code.


             “ERISA
Event” shall mean (i) a “Reportable Event” described in Section 4043
of ERISA and the regulations issued thereunder, (ii) the withdrawal of the
Borrower, any Subsidiary or any ERISA Affiliate from a Plan during a plan year
in which it was a “substantial employer” as defined in Section 4001(a)(2) of
ERISA, (iii) the filing of a notice of intent to terminate a Plan or the
treatment of a Plan amendment as a termination under Section 4041 of ERISA,
(iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any
other event or condition which might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer,
any Plan.


             “Event
of Default” is defined in Section 8.1.


             “Existing
Credit Agreement” is defined in the fifth recital.


             “Existing
Loans” is defined in the fifth recital.


             “Facility
A Revolving Loan Commitment Amount” means, on any date, $55,000,000, as
such amount may be increased pursuant to Section 2.1.6 and as may
be reduced from time to time pursuant to Section 2.2.


             “Facility B
Revolving Loan Commitment Amount” means, on any date, $35,000,000, as such
amount may be reduced from time to time pursuant to Section 2.2.


             “Facility
A Revolving Note” means the promissory note issued to each Lender under
this Agreement to evidence the Borrower’s obligations to repay the Revolving
Loans made under Revolving Facility A and to repay the Reducing Loans, each
such note to be substantially in the form of Exhibit A-1.


             “Facility
B Revolving Note” means the promissory note issued to each Lender under
this Agreement to evidence the Borrower’s obligations to repay the Loans
outstanding under Revolving Facility B, substantially in the form of Exhibit
A-2.


             “Federal
Funds Rate” means, for any day, a fluctuating interest rate per annum
(rounded upwards to the nearest 1/100 of 1%) equal to (a) the weighted average
of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day
as so published on the next succeeding Business Day) by the Federal Reserve
Bank of New York; or (b) if such rate is not so published on the next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to BofA on such day on such transactions as determined by
the Administrative Agent.


             “Fiscal
Quarter” means any quarter of a Fiscal Year.


             “Fiscal
Year” means any period of twelve consecutive calendar months ending on
December 31; references to a Fiscal Year with a number corresponding to
any calendar year (e.g., the “2000 Fiscal Year”) refer to the Fiscal
Year ending on December 31 during such calendar year.


             “Fixed
Charges” for any period ending on a calculation date means the sum of (a)
Interest Expense for such period, plus (b) maintenance capital expenses of
Borrower and its Subsidiaries for such period, plus (c) dividends paid,
declared or required to be paid in such period in respect of preferred stock,
plus (d) 12.5% of the principal amount of Indebtedness (other than Subordinated
Debt) of the Borrower and its Subsidiaries of the nature referred to in clauses
(a), (b), and (c) of the definition of “Indebtedness” hereunder which is
outstanding on such date of calculation.


             “Fixed
Charge Coverage Ratio” as of a date means the ratio of (a) EBITDA for the
12 months ended on such date, after adjusting such EBITDA on a pro forma basis
for any assets sold (to the extent set forth in the last sentence of this
definition) or acquired after the beginning of such 12-month period as if such
assets had been sold or acquired at the beginning of such period (provided,
however, that the Required Lenders must consent to any pro forma adjustments to
actual historical EBITDA for any assets sold or acquired) to (b) Fixed Charges
for such 12-month period.  There shall
be an adjustment to EBITDA on a pro forma basis for assets sold or transferred
if the fair market value of such assets (including the transfer of Hydrocarbon
Interests as payments in kind pursuant to the Incentive Payments Agreement as
permitted by Section 7.2.9(b)(vi)) at the time of conveyance equals or
exceeds $10,000,000 in any calendar year.


             “Foreign
Subsidiary” means a Subsidiary of the Borrower organized under the laws of
a jurisdiction outside the United States.


             “F.R.S.
Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.


             “GAAP”
is defined in Section 1.4.


             “Guaranty”
means any Guaranty or Amended and Restated Guaranty executed and delivered
pursuant to Section 5.1.3 or Section 7.1.8, substantially in
the form of Exhibit G hereto, as amended, supplemented, restated or
otherwise modified from time to time.


             “Hazardous
Material” means (a) any “hazardous substance”, as defined by CERCLA;
(b) any “hazardous waste”, as defined by the Resource Conservation and
Recovery Act, as amended; (c) crude oil or any fraction thereof; or
(d) any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material or substance within the meaning of any other applicable
federal, state or local law, regulation, ordinance or requirement (including
consent decrees and administrative orders) relating to or imposing liability or
standards of conduct concerning any hazardous, toxic or dangerous waste,
substance or material, all as amended or hereafter amended.


             “Hedging
Agreement” for a Person means any interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements, commodity price
protection agreements, foreign exchange protection agreements, and all other agreements
or arrangements designed to protect such Person against fluctuations in
interest rates, commodity prices, or foreign exchange rates, as any such
agreement is amendment, supplemented or otherwise modified from time to time.


             “Hedging
Counterparty” means any Person which is a counterparty to a Hedging
Agreement.


             “Hedging
Obligation” means, with respect to any Person, all liabilities of such
Person under any Hedging Agreement.


             “Hedging
Policy” is defined in Section 7.1.9.


             “herein”,
“hereof”, “hereto”, “hereunder” and similar terms
contained in this Agreement or any other Loan Document refer to this Agreement
or such other Loan Document, as the case may be, as a whole and not to any
particular Section, paragraph or provision of this Agreement or such other Loan
Document.


             “Hydrocarbon
Interests” means leasehold and other interests in or under oil, gas and
other liquid or gaseous hydrocarbon leases with respect to Oil and Gas
Properties wherever located, mineral fee interests, overriding royalty and royalty
interests, net profit interests, production payment interests relating to oil,
gas or other liquid or gaseous hydrocarbons wherever located including any
reserved or residual interest of whatever nature.


             “Incentive
Payments” means payments of the “Entitlement Amount” as defined in and
pursuant to the Incentive Payment Agreement.


             “Incentive
Payments Agreement” means the Executive Incentive and Employment Agreement
dated August 10, 2001 among Ian R. De Bie, Brian E. Hiebert, Guy C. Grierson,
Gordon A. Maybee and MarkWest Canada Co. in the form delivered to the
Administrative Agent pursuant to Section 5.1.17 and as may be amended as
permitted under Article VII.


             “including”
means including without limiting the generality of any description preceding such
term, and, for purposes of this Agreement and each other Loan Document, the
parties hereto agree that a general statement, which is followed by or
referable to an enumeration of specific matters, shall not be limited to
matters similar to the matters specifically mentioned.


             “Indebtedness”
of any Person means, without duplication: 
(a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments; (b) all obligations, contingent or otherwise,
relative to the face amount of all letters of credit, whether or not drawn, and
banker’s acceptances issued for the account of such Person; (c) all
obligations of such Person as lessee under leases which have been or should be,
in accordance with GAAP, recorded as Capitalized Lease Liabilities;
(d) all other items which, in accordance with GAAP, would be included as
liabilities on the liability side of the balance sheet of such Person as of the
date at which Indebtedness is to be determined other than non-cash items, such
as deferred taxes, required by GAAP to be included as liabilities on the
balance sheet; (e) net liabilities of such Person under all Hedging
Obligations except for non-cash mark-to-market adjustments required by GAAP;
(f) all obligations of such Person to pay the deferred purchase price of
property or services which have been or should be in accordance with GAAP,
included as liabilities, and indebtedness (excluding prepaid interest thereon)
secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed
by such Person except to the extent such indebtedness is expressly non-recourse
to such Person; and (g) all Contingent Liabilities of such Person in
respect of any of the foregoing; provided, however, that for the
purposes of this definition, a production payment or similar transaction which
is non-recourse to such Person shall not constitute “Indebtedness”.  For all purposes of this Agreement, the
Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture in which such Person is a general partner or a joint venturer
unless such Indebtedness is expressly non-recourse to such general partner or
joint venturer.


             “Indemnified
Liabilities” is defined in Section 10.4.


             “Indemnified
Parties” is defined in Section 10.4.


             “Independent
Engineer” has the meaning set forth in Section 7.1.1(l).


             “Initial
Reserve Report” means the reserve report(s) described in Schedule III.


             “Insurance
Deposit Account” is defined in Section 7.1.4.


             “Intercompany
Loan” means a loan from the Borrower to MarkWest Canada Co., to be
evidenced by a promissory note, the proceeds of which are used by MarkWest
Canada Co. to pay a portion of the cash portion of the purchase price under the
Acquisition Contracts and transaction expenses incurred in connection
therewith.


             “Intercreditor
Agreement” is defined in Section 7.2.3.


             “Interest
Expense” means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) all interest, premium payments, fees,
charges and related expenses of the Borrower and its Subsidiaries in connection
with borrowed money (including capitalized interest and including fees payable
in respect of letters of credit and bankers’ acceptances) or in connection with
the deferred purchase price of assets, in each case to the extent treated as
interest in accordance with GAAP, and (b) the portion of rent expense of the
Borrower and its Subsidiaries with respect to such period under capital leases
that is treated as interest in accordance with GAAP; provided, however that the
issuance of PIK Notes shall not be included in the calculation of Interest
Expense.


             “Interest
Period” means, relative to any LIBO Rate Loans, the period beginning on
(and including) the date on which such LIBO Rate Loan is made or continued as,
or converted into, a LIBO Rate Loan pursuant to Section 2.3 or 2.4
and shall end on (but exclude) the day which numerically corresponds to such
date one, two, three or six months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month), in
either case as the Borrower may select in its relevant notice pursuant to Section
2.3 or 2.4; provided, however, that (a) the
Borrower shall not be permitted to select Interest Periods to be in effect at
any one time which have expiration dates occurring on more than eight different
dates; (b) Interest Periods commencing on the same date for Loans
comprising part of the same Borrowing shall be of the same duration;
(c) if such Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next following Business Day
(unless, if such Interest Period applies to LIBO Rate Loans, such next
following Business Day is the first Business Day of a calendar month, in which
case such Interest Period shall end on the Business Day next preceding such
numerically corresponding day); and (d) no Interest Period may end later
than the Stated Maturity Date, and the Borrower shall not select Interest
Periods for Loans in amounts such that the Borrower would be obligated to
prepay Loans on any date other than the last day of an Interest Period as a
result of the operation of Section 2.2.2.


             “Investment”
means, relative to any Person, (a) any loan or advance made by such Person
to any other Person (excluding travel and similar advances not to exceed
$200,000 in the aggregate for all such advances to officers and employees made
in the ordinary course of business, and relocation advances made to officers
and employees in the ordinary course of business); (b) any Contingent
Liability of such Person; and (c) any ownership or similar interest held
by such Person in any other Person.  The
amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made
by the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.


             “Issuance
Request” means a request and certificate duly executed by the chief
executive, accounting or financial Authorized Officer of the Borrower,
substantially in the form of Exhibit H attached hereto (with such
changes thereto as may be agreed upon from time to time by the Administrative
Agent, the Issuer and the Borrower).


             “Issuer”
means any affiliate, unit or agency of BofA or any other Lender which has
agreed to issue one or more Letters of Credit at the request of the
Administrative Agent (which shall, at the Borrower’s request, notify the
Borrower from time to time of the identity of such other Lender).


             “Leland”
shall have the meaning given to it in the Acquisition Contracts.


             “Lender
Assignment Agreement” means a Lender Assignment Agreement, substantially in
the form of Exhibit D hereto.


             “Lender
Hedging Agreement” means any Hedging Agreements entered into by Borrower or
any of its Subsidiaries in which a Lender or an Affiliate of a Lender is the
Hedging Counterparty.


             “Lenders”
is defined in the preamble.


             “Letter
of Credit” is defined in Section 2.7.


             “Letter
of Credit Commitment” means, relative to any Lender, such Lender’s
obligation to issue (in the case of an Issuer) or participate in (in the case
of all Lenders) Letters of Credit pursuant to Section 2.1.2.


             “Letter
of Credit Outstandings” means, at any time, an amount equal to the sum of
(a) the aggregate Stated Amount at such time of all Letters of Credit then
outstanding and undrawn (as such aggregate Stated Amount shall be adjusted,
from time to time, as a result of drawings, the issuance of Letters of Credit,
or otherwise), plus (b) the then aggregate amount of all unpaid and
outstanding Reimbursement Obligations.


             “Letter
of Credit Sublimit” means (a) through the Stated Maturity Date for
Revolving Facility B, $15,000,000, and (b) from and after the Stated Maturity
Date for Revolving Facility B, 
$10,000,000.


             “Leverage
Ratio” means, as of a date, the ratio of (a) Total Funded Debt to
(b) EBITDA for the 12 months most recently ended prior to such date, after
adjusting such EBITDA on a pro forma basis for any assets sold (to the extent
set forth in the last sentence of this definition) or acquired after the
beginning of such most recently ended 12 months as if such assets had been sold
or acquired at the beginning of such twelve most recently ended months; provided,
however, that the Required Lenders must consent to any pro forma
adjustments made to actual historical EBITDA for any asset which Borrower or
any of its Subsidiaries has sold or acquired. 
There shall be an adjustment to EBITDA on a pro forma basis for assets
sold or transferred if the fair market value of such assets at the time of
conveyance (including the transfer of Hydrocarbon Interests as payments in kind
pursuant to the Incentive Payments Agreement as permitted by Section
7.2.9(b)(vi)) equals or exceeds $10,000,000 in any calendar year.


             “LIBO
Rate” means, relative to any Interest Period for LIBO Rate Loans, the rate
of interest equal to the average (rounded upwards, if necessary, to the nearest
1/16 of 1%) of the rates per annum at which Dollar deposits in immediately
available funds are offered to BofA’s LIBOR Office in the interbank eurodollar
market as at or about 11:00 a.m., Central time, two Business Days prior to the
beginning of such Interest Period for delivery on the first day of such
Interest Period, and in an amount approximately equal to the amount of BofA’s
LIBO Rate Loan and for a period approximately equal to such Interest Period.


             “LIBO
Rate Loan” means a Loan bearing interest, at all times during an Interest
Period applicable to such Loan, at a fixed rate of interest determined by
reference to the LIBO Rate (Reserve Adjusted).


             “LIBO
Rate (Reserve Adjusted)” means, relative to any Loan to be made, continued
or maintained as, or converted into, a LIBO Rate Loan for any Interest Period,
a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%)
determined pursuant to the following formula:





	LIBO Rate	=	 	LIBO Rate
	 	 	 	


	(Reserve Adjusted)	 	1.00 -	LIBOR Reserve
  Percentage






             The
LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will
be determined by the Administrative Agent on the basis of the LIBOR Reserve
Percentage in effect on, and the applicable LIBO Rates furnished to and
received by the Administrative Agent from BofA, two Business Days before the
first day of such Interest Period.


             “LIBOR
Office” means, relative to any Lender, the office of such Lender designated
as such below its signature hereto or designated in the Lender Assignment
Agreement or such other office of a Lender as designated from time to time by
notice from such Lender to the Borrower and the Administrative Agent, whether
or not outside the United States, which shall be making or maintaining LIBO
Rate Loans of such Lender hereunder.


             “LIBOR
Reserve Percentage” means, relative to any Interest Period for LIBO Rate
Loans, the reserve percentage (expressed as a decimal) equal to the maximum
aggregate reserve requirements (including all basic, emergency, supplemental,
marginal and other reserves and taking into account any transitional
adjustments or other scheduled changes in reserve requirements) specified under
regulations issued from time to time by the F.R.S. Board and then applicable to
assets or liabilities consisting of and including “Eurocurrency Liabilities”,
as currently defined in Regulation D of the F.R.S. Board, having a term
approximately equal or comparable to such Interest Period.


             “Lien”
means any security interest, mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise), charge against
or interest in property to secure payment of a debt or performance of an
obligation or other priority or preferential arrangement of any kind or nature
whatsoever.


             “Loan”
means, as the context may require, a Reducing Loan,  a Revolving Loan or a Term Loan of any type.


             “Loan
Agreement” is defined in the third recital.


             “Loan
Documents” means this Agreement, the Notes, each of the Collateral
Documents, each Guaranty, the Subordination Agreement, any Intercreditor
Agreement, and each other agreement, document or instrument delivered by the
Borrower or any of its Subsidiaries from time to time in connection with this
Agreement and the Notes.  In addition,
references to “Loan Documents” in the Collateral Documents shall include Lender
Hedging Agreements.


             “Margin
Stock” means margin stock as defined in Regulation U.


             “MarkWest
401(k) Plan” means the MarkWest Hydrocarbon, Inc. 401(k) Savings &
Profit Sharing Plan dated April 1, 1988, restated January 1, 1997 and amended
November 1, 1998, the purpose of which is to enable eligible employees to save
for retirement and to provide certain benefits in the event of death,
disability, or other termination of employment.  The MarkWest 401(k) Plan is for the exclusive benefit of eligible
employees of the Borrower and their beneficiaries.


             “MarkWest
Michigan” means MarkWest Michigan, Inc., a Colorado corporation.


             “MarkWest
Canada Co.” means MarkWest Acquisitions Corp., a corporation organized
pursuant to the laws of the province of Alberta, Canada, a wholly owned
Subsidiary of Borrower.


             “MarkWest
Resources” means MarkWest Resources, Inc., a Colorado corporation.


             “Material
Adverse Effect” means with respect to any matter that such matter could
reasonably be expected materially and adversely to affect the assets, business,
properties, financial condition or prospects, or results or operations of the
Borrower and its Subsidiaries taken as a whole, or the ability of the Borrower
or any Subsidiary to perform its respective obligations under any of the Loan
Documents.


“Matrex” means Matrex, L.L.C., a
Michigan limited liability company.


             “Monthly
Payment Date” means the last day of each calendar month or, if any such day
is not a Business Day, the next succeeding Business Day.


             “Note”
means a promissory note of the Borrower payable to any Lender, in substantially
the form of Exhibit A-1, Exhibit A-2 and Exhibit A-3
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Obligations of the Borrower to
such Lender resulting from outstanding Revolving Loans, Reducing Loans, Term
Loans or Reimbursement Obligations, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.


             “Obligations”
means all obligations (monetary or otherwise) of the Borrower and each other
Obligor arising under or in connection with this Agreement, the Notes, the
Reimbursement Obligations and each other Loan Document.  In addition, all references to “Obligations”
in the Collateral Documents and in Sections 4.8, 4.9 and 10.17
shall, in addition to the foregoing, also include all present and future
indebtedness, liabilities and obligations (and all renewals and extensions
thereof or any part thereof) now or hereafter owed by the Borrower and each
other Obligor to any Lender or any Affiliate of a Lender pursuant to a Lender
Hedging Agreement.


             “Obligor”
means the Borrower or any other Person (other than the Administrative Agent or
any Lender) obligated under any Loan Document.


             “Oil
and Gas” means petroleum, natural gas and other related hydrocarbons or
minerals or any of them and all other substances produced or extracted in
association therewith.


             “Oil
and Gas Properties” means Hydrocarbon Interests now owned or hereafter
acquired by the Borrower and its Subsidiaries and contracts executed in
connection therewith and all tenements, hereditaments, appurtenances, and
properties belonging, affixed or incidental to such Hydrocarbon Interests,
including, without limitation, any and all property, real or personal, now
owned by the Borrower and its Subsidiaries and situated upon or to be situated
upon, and used, built for use, or useful in connection with the operating,
working or developing of such Hydrocarbon Interests, including, without
limitation, any and all petroleum and/or natural gas wells, buildings,
structures, field separators, liquid extractors, plant compressors, pumps,
pumping units, field gathering systems, tank and tank batteries, fixtures,
valves, fittings, machinery and parts, engines, boilers, liters, apparatus,
equipment, appliances, tools, implements, cables, wires, towers, taping, tubing
and rods, surface leases, rights–of–way, easements and servitudes,
and all additions, substitutions, replacements for, fixtures and attachments to
any and all of the foregoing owned directly or indirectly by the Borrower and
its Subsidiaries.


             “Organic
Document” means, relative to any Obligor, its certificate of incorporation,
articles of formation, operating agreement, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to any of its
authorized shares of capital stock or equity interests.


             “Participant”
is defined in Section 10.11.


             “PBGC”
means the Pension Benefit Guaranty Corporation and any entity succeeding to any
or all of its functions under ERISA.


             “Pension
Plan” means a “pension plan”, as such term is defined  in section 3(2) of ERISA, which is subject
to Title IV of ERISA (other than a multiemployer plan as defined in section
4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or
business that is, along with the Borrower, a member of a Controlled Group, may
have liability, including any liability by reason of having been a substantial
employer within the meaning of section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor
under section 4069 of ERISA.


             “Percentage”
means, relative to any Lender, the percentage set forth opposite its signature
to this Agreement or set forth in a Lender Assignment Agreement, as such
percentage may be adjusted from time to time pursuant to Lender Assignment
Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered
pursuant to Section 10.11; provided, the sum of all Percentages for
all Lenders shall never be less than 100%.


             “Permitted
Liens” has the meaning set forth in Section 7.2.3.


             “Person”
means any natural person, corporation, partnership, firm, association, trust,
government, governmental agency or any other entity, whether acting in an
individual, fiduciary or other capacity.


             “PIK
Notes” means Subordinated Notes that may be issued pursuant to the
Subordinated Debt Documents in connection with the Borrower’s exercise of its
option to elect to pay accrued and unpaid interest on Subordinated Debt by
delivery of additional Subordinated Notes.


             “Plan”
means any Pension Plan or Welfare Plan.


             “Post-Closing
Security Documents” is defined in Schedule II attached hereto.


             “Principal
Payment Date” is defined in Section 3.1(b).


             “Principal
Repayment Schedule” is defined in Section 3.1(b).


             “Quarterly
Payment Date” means the last day of each March, June, September, and
December or, if any such day is not a Business Day, the next succeeding
Business Day.


             “Quarterly
Status Report” means a status report prepared quarterly by the Borrower in
form, scope and content acceptable to the Administrative Agent, setting forth
as of such quarter then ended (i) detailing production from the Oil and Gas
Properties, the volumes of Oil and Gas produced and saved, the volumes of Oil
and Gas sold, gross revenue, net income, related leasehold operating expenses,
severance taxes, other taxes, capital costs and any production imbalances
incurred during such period, (ii) describing the Borrower’s position regarding
its Hedging Agreements with respect to its Oil and Gas Properties including the
amount contracted in volumes and as a percentage of the Company’s total
anticipated production, length of contracts, and the price or prices hedged,
and (iii) such additional information with respect to any of Borrower’s Oil and
Gas Properties as may be reasonably requested by Administrative Agent.


             “Reducing
Loan” is defined in Section 2.1.3.


             “Reducing
Loan Commitment” means, relative to any Lender, such Lender’s obligation to
make Reducing Loans pursuant to Section 2.1.3.


             “Reducing
Loan Commitment Amount” means an amount equal to the lesser of (i) the
Facility A Revolving Loan Commitment Amount, or (ii) the aggregate amount
of Revolving Loans outstanding on the Conversion Date, as such amount may be
reduced from time to time pursuant to Section 2.2.


             “Reducing
Loan Commitment Termination Date” means the earliest of
(a) August 9, 2005; (b) the date on which the Reducing Loan
Commitment Amount is terminated in full or reduced to zero pursuant to Section
2.2; and (c) the date on which any Commitment Termination Event
occurs.  Upon the occurrence of any
event described in clause (b) or (c), the Revolving Loan
Commitments shall terminate automatically and without any further action.


             “Redeemable
Preferred Stock” means preferred stock that has, or is convertible into any
security that has, mandatory redemption or repurchase requirements (other than those
exercisable solely at the option of the issuer of said stock) on or prior to
the date set forth in clause (d) of the definition of Stated Maturity Date.


             “Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve
System.


             “Reimbursement
Obligation” is defined in Section 2.7.6.


             “Release”
means a “release”, as such term is defined in CERCLA.


             “Required
Lenders” means, at any time, the Administrative Agent and Lenders holding
at least 66% of the then aggregate outstanding principal amount of the Notes
then held by the Lenders, or, if no such principal amount is then outstanding,
the Administrative Agent and Lenders having at least 66% of the Commitments.


             “Reserve
Report” means a report, prepared in accordance with guidelines and requirements
of the Securities and Exchange Commission and in form acceptable to the
Administrative Agent, covering proved developed and proved undeveloped Oil and
Gas reserves attributable to Borrower’s and its Subsidiaries’ Oil and Gas
Properties and setting forth with respect thereto, (i) the total quantity of
proved developed and proved undeveloped reserves (separately classified as to
producing, shut–in, behind pipe, and undeveloped), (ii) the estimated
future net revenues and cumulative estimated future net revenues, (iii) the
present discounted value of future net revenues, and (iv) such other
information and data with respect to the Oil and Gas Properties as the
Administrative Agent may reasonably request.


             “Resource
Conservation and Recovery Act” means the Resource Conservation and Recovery
Act, 42 U.S.C. Section 690, et seq., as in effect from time to
time.


             “Revolving
Facility A Availability Period” has the meaning set forth in Section
2.1.1(c).


             “Revolving
Facility A” means the credit facility described as “Revolving
Facility A” in Section 2.1.1.


             “Revolving
Facility B” means the credit facility described as “Revolving
Facility B” in Section 2.1.1.


             “Revolving
Loan” means a loan made pursuant to Section 2.1.1, and includes
loans made under Revolving Facility A and Revolving Facility B.


             “Revolving
Loan Commitment” means, relative to any Lender, such Lender’s obligation to
continue the Existing Loans as Revolving Loans and to make subsequent Revolving
Loans pursuant to Section 2.1.1.


             “Revolving
Loan Commitment Amount” means the sum of the Facility A Revolving Loan
Commitment Amount plus the Facility B Revolving Loan Commitment Amount.


             “Revolving
Loan Commitment Termination Date” means the earliest of (a) December
31, 2003; (b) the date on which the Revolving Loan Commitment Amount is
terminated in full or reduced to zero pursuant to Section 2.2; and
(c) the date on which any Commitment Termination Event occurs.  Upon the occurrence of any event described
in clause (b) or (c), the Revolving Loan Commitments shall
terminate automatically and without any further action.

Arights” means rights, remedies, powers, privileges and benefits.


             “Stated
Amount” of each Letter of Credit means the face amount of such Letter of
Credit as such amount is in effect on the issuance date thereof.


             “Stated
Expiry Date” is defined in Section 2.7.1.


             “Stated
Maturity Date” means (a) in the case of any Revolving Loan under
Revolving Facility A, December 31, 2003, (b) in the case of any
Revolving Loan under Revolving Facility B, the date that is sixty
(60) days after the Effective Date, (c) in the case of any Letter of
Credit, August 9, 2005, (d) in the case of any Reducing Loan,
August 9, 2005, and (e) in the case of any Term Loan, August 9, 2005.


             “Subordinated
Debt” means Indebtedness of the Borrower that the Borrower designates as
“Subordinated Indebtedness” hereunder by giving written notice to the
Administrative Agent, which Indebtedness is issued upon, and that is governed
by documents containing, terms and conditions satisfactory to the Required
Lenders in their sole discretion and that is subordinated to the Obligations
upon terms and conditions satisfactory to the Required Lenders in their sole
discretion.


             “Subordinated
Debt Documents” means documents executed in connection with Subordinated
Debt.


             “Subordinated
Notes” means promissory notes evidencing Subordinated Debt.


             “Subordination
Agreement” means a subordination agreement or other agreement containing
the terms upon which Subordinated Debt is subordinated to the Obligations.


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


             “Tangible
Net Worth” means the consolidated net worth of the Borrower and its
Subsidiaries (excluding any Redeemable Preferred Stock) after subtracting
therefrom the aggregate amount of any Intangible Assets of the Borrower and its
Subsidiaries.  “Intangible Assets”
means the amount (to the extent reflected in determining consolidated net
worth) of all unamortized debt discount and expense (to the extent, if any,
recorded as an unamortized deferred charge), unamortized deferred charges,
goodwill, franchises, licenses, patents, trademarks, trade names, copyrights,
service marks and brand names; provided that for purposes of this definition,
consolidated net worth shall be adjusted to exclude non-cash items, including
foreign currency translation adjustments, unrealized gains and losses, and mark–to–market
adjustments relating to Hedging Agreements, pursuant to GAAP.


             “Target
Companies” means the entities being acquired by the Borrower pursuant to
the Acquisition Contracts.


             “Taxes”
is defined in Section 4.6.


             “Term
Loan” means the term loan of each Lender made pursuant to Section 2.1.4.


             “Term
Loan Commitment” means, relative to any other Lender, such Lender’s
obligation to make a Term Loan pursuant to Section 2.1.4.


             “Term
Loan Commitment Amount” means an amount (subject to reduction or
cancellation as herein provided) equal to $40,000,000.


             “Term
Loan Facility” means the term credit facility as described in and subject
to the limitations set forth in Section 2.1.4.


             “Term
Loan Note” means the promissory note issued to each Lender under this
Agreement to evidence the Borrower’s obligations to repay the Term Loan, each
such note to be substantially in the form of Exhibit A-3.


             “Term
Loan Principal Debt” means, on any date of determination, the aggregate
unpaid principal balance of all Borrowings under the Term Loan Facility.


             “Total
Funded Debt” means, as of any date, the sum without duplication of (a) the
outstanding principal amount of all Indebtedness of the Borrower and its
Subsidiaries of the nature referred to in clauses (a), (b), (c)
and (f) of the definition of “Indebtedness” and (b) all
Redeemable Preferred Stock, valued at the redemption price thereof; provided,
however, in the event that Borrower’s Aworking capital” (determined in
accordance with GAAP) is greater than $0 at any time at which the Borrower’s
Total Funded Debt is calculated, then Total Funded Debt for such time period
shall equal the outstanding principal amount of all Indebtedness of the
Borrower and its Subsidiaries of the nature referred to in clauses (a), (b),
(c) and (f) of the definition of “Indebtedness” plus
all Redeemable Preferred Stock, less cash on hand or Cash Equivalent
Investments which are free and clear of all Liens other than Liens securing the
Loans.


             “type”
means, relative to any Loan, the portion thereof, if any, being maintained as a
Base Rate Loan or a LIBO Rate Loan.


             “U.C.C.”
means the Uniform Commercial Code, as in effect in the State of Texas.


             “United
States” or “U.S.” means the United States of America, its fifty
States and the District of Columbia.


             “Watford”
shall have the meaning given to it in the Acquisition Contracts.


             “Welfare
Plan” means a Awelfare plan”, as such term is defined in section 3(1) of
ERISA.


             “West
Shore” means West Shore Processing Company, L.L.C., a Michigan limited
liability company.


             “West
Shore/Basin Purchase Agreement” means that certain Purchase and Sale
Agreement, dated as of November 21, 1997, between Michigan Energy Company and
MarkWest Michigan.


             “Working
Capital Loan Agreement” is defined in the second recital.


             SECTION 1.2  Use of Defined Terms.  Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule and in each Note,
Borrowing Request, Continuation/Conversion Notice, Loan Document, notice and
other communication delivered from time to time in connection with this
Agreement or any other Loan Document.


             SECTION 1.3  Cross-References.  Unless otherwise specified, references in this Agreement and in
each other Loan Document to any Article or Section are references to such
Article or Section of this Agreement or such other Loan Document, as the case
may be, and, unless otherwise specified, references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.


             SECTION 1.4  Accounting and Financial
Determinations.  Unless
otherwise specified, all accounting terms used herein or in any other Loan
Document shall be interpreted, all accounting determinations and computations
hereunder or thereunder (including under Section 7.2.4) shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared in accordance with, those generally accepted
accounting principles (“GAAP”) applied in the preparation of the
financial statements referred to in Section 6.5.


ARTICLE II

COMMITMENTS, BORROWING
PROCEDURES AND NOTES


             SECTION 2.1  Commitments. 
On the terms and subject to the conditions of this Agreement (including Article
V), each Lender severally, to the extent of its Percentage, agrees to make
Loans pursuant to the Commitments described in this Section 2.1.


             SECTION 2.1.1              Revolving Loan Commitment.


                           (a)         On the Effective Date, all outstanding
Existing Loans shall be amended, renewed, restated, extended and converted (but
shall not be deemed to be repaid) to Revolving Loans under this Agreement.


                           (b)        Each Lender severally, but not jointly,
agrees to lend to the Borrower such Lender’s Percentage of one or more
Borrowings under (i) Revolving Facility A, not to exceed such
Lender’s Percentage of the Facility A Revolving Loan Commitment Amount,
and (ii) Revolving Facility B, not to exceed such Lender’s Percentage
of the Facility B Revolving Loan Commitment Amount.


                           (c)         Subject to the conditions set forth in
this Agreement, (i) Revolving Loans under Revolving Facility A shall
be available during the periods beginning on the Effective Date and ending on
the day prior to the Revolving Loan Commitment Termination Date (the “Revolving
Facility A Availability Period”), and (ii) Revolving Loans under
Revolving Facility B shall be available during the period beginning on the
Effective Date and ending on the day prior to the Stated Maturity Date for
Revolving Loans under Revolving Facility B.


                          (d)        On
the terms and subject to the conditions hereof, the Borrower may from time to
time borrow, prepay and reborrow Revolving Loans.


             SECTION 2.1.2              Commitment to Issue Letters of Credit.  From time to time on any Business Day prior
to the Commitment Termination Date, each Issuer will issue, and each Lender
will participate in, to the extent of each Lender’s Percentage, the Letters of
Credit, in accordance with the terms of Section 2.7.


             SECTION 2.1.3              Reducing Loan Commitment.  Subject to the terms and conditions hereof,
on the Conversion Date each Lender will make a Reducing Loan to the Borrower in
the amount equal to such Lender’s Percentage of the amounts outstanding on the
Conversion Date under the Revolving Loans, or such lesser amount as requested by
Borrower by converting Revolving Loans to Reducing Loans (which conversion
shall be deemed automatically to have occurred upon satisfaction of such
conditions).  From time to time on any
Business Day occurring prior to the Reducing Loan Commitment Termination Date,
each Lender will make Loans (relative to such Lender, its “Reducing Loans”)
to the Borrower equal to such Lender’s Percentage of the aggregate amount of
the Borrowing of Reducing Loans requested by the Borrower to be made on such
day.  The Commitment of each Lender
described in this Section 2.1.3 is herein referred to as its “Reducing
Loan Commitment”.  On the terms and
subject to the conditions hereof, the Borrower may from time to time borrow,
prepay and reborrow Reducing Loans.


             SECTION 2.1.4              Term Loan Commitment.  Subject to and in reliance upon the terms
and conditions hereof, each Lender severally, but not jointly, agrees to lend
to Borrower in a single disbursement on the Effective Date such Lender’s
Percentage of the Term Loan Commitment.  If all or a portion of the Term Loan Principal Debt is paid or
prepaid, then the amount so paid or prepaid may not be reborrowed.  Any portion of the Term Loan Commitment that
remains undisbursed after the initial disbursement under the Term Loan Facility
shall be reduced to zero and cancelled on the date of such initial
disbursement.


             SECTION 2.1.5              Lenders Not Required To Make
Loans or Issue or Participate in Letters of Credit.  No Lender shall be permitted or required to
(a) continue any Existing Loan as a Loan hereunder or to make any
Revolving Loan if, after giving effect thereto (i) the aggregate
outstanding principal amount of all Revolving Loans of all Lenders, together
with all Letter of Credit Outstandings, would exceed the Revolving Loan Commitment
Amount, or (ii) the aggregate outstanding principal amount of all
Revolving Loans of such Lender, together with its Percentage of all Letter of
Credit Outstandings, would exceed such Lender’s Percentage of the Revolving
Commitment Amount, or (b) make any Reducing Loan if, after giving effect
thereto, (i) the aggregate outstanding principal amount of all Reducing Loans
of all Lenders, together with all Letter of Credit Outstandings would exceed
the Reducing Loan Commitment Amount, or (ii) the aggregate outstanding
principal amount of all Reducing Loans of such Lender, together with its
Percentage of all Letter of Credit Outstandings, would exceed such Lender’s
Percentage of the Reducing Loan Commitment Amount, or (c) issue (in the
case of any Issuer) or participate in (in the case of each Lender) any Letter
of Credit if, after giving effect thereto (i) all Letter of Credit
Outstandings together with the aggregate outstanding principal amount of all
Loans of all Lenders would exceed the Commitment Amount, or (ii) such
Lender’s Percentage of all Letter of Credit Outstandings together with the
aggregate outstanding principal amount of all Loans of such Lender would exceed
such Lender’s Percentage of the Commitment Amount, or (iii) all Letter of
Credit Outstandings would exceed the Letter of Credit Sublimit.


             SECTION 2.1.6              Increase in Facility A
Revolving Loan Commitment Amount.


                           (a)         During the Revolving Facility A
Availability Period, the Borrower may, by written notice (the “Increase
Notice”) to the Administrative Agent (and the Administrative Agent shall
promptly deliver a copy of such notice to the Lenders), request that the
aggregate amount of the Facility A Revolving Loan Commitment Amount be
increased by an amount not less than $5,000,000; provided that (i) if such increase is made at a time when no
Canadian Facility is in place, then after giving effect to any such increase
the Facility A Revolving Loan Commitment Amount hereunder shall not exceed
$75,000,000 minus any amount by which the Facility A Revolving Loan Commitment
Amount shall have been reduced pursuant to Section 2.2, and (ii) if such
increase is made at a time when a Canadian Facility is in place then after
giving effect to such increase, the aggregate amount of the Facility A
Revolving Loan Commitment Amount hereunder plus the aggregate amount of the
commitments of the lenders under the Canadian Facility shall not exceed
$110,000,000 minus any amount by which the Facility A Revolving Loan Commitment
Amount shall have been reduced pursuant to Section 2.2 and minus any
amount by which the commitments of the lenders under such Canadian Facility
shall have been reduced pursuant to the provisions of the applicable credit
agreement permitting the borrower thereunder to reduce the commitments
thereunder.  The Increase Notice shall
set forth the amount of the requested increase in the Facility A Revolving Loan
Commitment Amount and the date on which such increase is requested to become
effective (which shall be not less than 30 days or more than 60 days after
the date of such notice), and at the Borrower’s option, may offer to one or
more existing Lenders and/or other banks or financial institutions (any such
Lender or other bank or other 
institution referred to in this clause (a) being called an “Augmenting
Lender”) the opportunity to extend credit hereunder or increase their
existing Facility A Revolving Loan Commitment Amount in an aggregate amount
equal to the proposed increase; provided
that no Lender shall be obligated to agree to increase its Facility A Revolving
Loan Commitment Amount and, provided further,
that each Augmenting Lender, if not already a Lender hereunder, shall be
subject to the approval of the Administrative Agent (which approval shall not
be unreasonably withheld) and the Borrower and each such Augmenting Lender
shall execute all such documentation as the Administrative Agent shall
reasonably specify to evidence its Facility A Revolving Loan Commitment Amount
and status as a Lender hereunder.


                           (b)        On the effective date (the “Increase
Effective Date”) of any increase in the Facility A Revolving Loan
Commitment Amount pursuant to this Section 2.1.6 (the “Commitment
Increase”), (i) the aggregate principal amount of the Loans
outstanding (the “Initial Loans”) immediately prior to giving effect to
the Commitment Increase on the Increase Effective Date shall be deemed to be
paid, (ii) each Augmenting Lender that shall have been a Lender prior to
the Commitment Increase shall pay to the Administrative Agent in same day funds
an amount equal to the difference between (A) the product of (1) such
Lender’s Percentage of the Commitment (the “Pro Rata Share”) (calculated
after giving effect to the Commitment Increase) multiplied by (2) the
amount of the Subsequent Loans (as hereinafter defined) and (B) the
product of (1) such Lender’s Pro Rata Share (calculated without giving
effect to the Commitment Increase) multiplied by (2) the amount of the
Initial Loans, (iii) each Augmenting Lender that shall not have been a
Lender prior to the Commitment Increase shall pay to Administrative Agent in
same day funds an amount equal to the product of (1) such Augmenting
Lender’s Pro Rata Share (calculated after giving effect to the Commitment
Increase) multiplied by (2) the amount of the Subsequent Loans, and (iv) after
the Administrative Agent receives the funds specified in clauses (ii)
and (iii) above, the Administrative Agent shall pay to each Lender whose
Commitment  is not being increased (a “Non-Increasing
Lender”) the portion of such funds that is equal to the difference between
(A) the product of (1) such Non-Increasing Lender’s Pro Rata Share
(calculated without giving effect to the Commitment Increase) multiplied by
(2) the amount of the Initial Loans, and (B) the product of (1) such
Non-Increasing Lender’s Pro Rata Share (calculated after giving effect to the
Commitment Increase) multiplied by (2) the amount of the Subsequent Loans,
(v) after the effectiveness of the Commitment Increase, the Borrower shall
be deemed to have made new Borrowings (the “Subsequent Loans”) in an
aggregate principal amount of the Initial Loans and of the types and for the
Interest Periods specified in a Borrowing Request delivered to the
Administrative Agent in accordance with Section 2.2, (vi) each
Non-Increasing Lender and each Augmenting Lender shall be deemed to hold its
Pro Rata Share of each Subsequent Loan (each calculated after giving effect to
the Commitment Increase) and (vii) the Borrower shall pay each Augmenting
Lender that shall have been a Lender prior to the Commitment Increase and each
Non-Increasing Lender any and all accrued but unpaid interest on the Initial
Loans.  The deemed payments made
pursuant to clause (i) above in respect of each LIBO Rate Loan shall be subject
to indemnification by the Borrower pursuant to the provisions of
Section 4.4  if the Increase
Effective Date occurs other than on the last day of the Interest Period
relating thereto and breakage costs result.


                           (c)         Increases and new Facility A Revolving
Loan Commitment Amount created pursuant to this Section 2.1.5 shall become
effective on the date specified in the notice delivered by the Borrower
pursuant to the first sentence of paragraph (a) above.


                           (d)        No increase in the total Facility A
Revolving Loan Commitment Amount (or in the Commitment of any Lender) or
addition of a new Lender shall become effective under this Section unless (i)
the Borrower shall deliver a certificate of an Authorized Officer, dated as of
the Increase Effective Date, certifying that no Default shall have occurred and
be continuing and that the representations and warranties of the Borrower
contained in this Agreement are true and correct on and as of such date, and
(ii) the Administrative Agent shall have received documents and an opinion
consistent with those delivered on the Effective Date under Sections 5.1.1
and 5.1.7 as to the corporate authority of the Borrower to borrow
hereunder after giving effect to such increase.


                           (e)         Notwithstanding the foregoing, if there
is a Canadian Facility in effect, no increase in the Facility A Revolving Loan
Commitment Amount may be made pursuant to this Section 2.1.5 unless,
after such increase, the Percentage of each Lender hereunder is the same as the
pro rata share of such Lender or its Affiliate in the Canadian Facility.


             SECTION 2.2  Reduction of Commitment Amounts.  The Commitment Amounts are subject to
reduction from time to time pursuant to this Section 2.2.


             SECTION 2.2.1              Optional.  The
Borrower may, from time to time on any Business Day, voluntarily reduce the
Commitment Amount; provided, however, that all such reductions
shall require at least three Business Days’ prior notice to the Administrative
Agent and be permanent, and any partial reduction of any Commitment Amount
shall be in a minimum amount of $2,500,000 and in an integral multiple of
$500,000.


             SECTION 2.2.2              Mandatory as to Reducing Loans.  On the last day of each fiscal quarter
following the Revolving Loan Commitment Termination Date, the Reducing Loan
Commitment Amount shall, without any further action, automatically and
permanently be reduced by an amount equal to the greater of (a)
$3,500,000, and (b) 6.67% of the aggregate Reducing Loan Commitment in effect
on such day; provided, however, that on the Stated Maturity Date,
the Reducing Loan Commitment Amount shall be zero.  Voluntary reductions of the Reducing Loan Commitment Amount made
pursuant to Section 2.2.1 shall be applied to diminish the amount of
scheduled reductions to such Commitment Amount thereafter becoming effective
pursuant to this Section pro rata.


             SECTION 2.3  Borrowing Procedure.  By delivering a Borrowing Request to the
Administrative Agent on or before 10:00 a.m., Central time, on a Business Day,
the Borrower may from time to time irrevocably request, (i) on not less than
three nor more than five Business Days’ notice, a LIBO Rate Loan or (ii) on not
less than the same day or more than five Business Days’ notice, a Base Rate
Loan, in a minimum amount of $500,000 and an integral multiple of $500,000, or
in the unused amount of the applicable Commitment, if less.  On the terms and subject to the conditions
of this Agreement, each Borrowing shall be comprised of the type of Loans, and
shall be made on the Business Day specified in such Borrowing Request.  On or before 11:00 a.m., Central time, on
such specified Business Day each Lender shall deposit with the Administrative
Agent same day funds in an amount equal to such Lender’s Percentage of the
requested Borrowing.  Such deposit will
be made to an account which the Administrative Agent shall specify from time to
time by notice to the Lenders.  To the
extent funds are received from the Lenders, the Administrative Agent shall make
such funds available to the Borrower by wire transfer to the accounts the
Borrower shall have specified in its Borrowing Request.  No Lender’s obligation to make any Loan
shall be affected by any other Lender’s failure to make any Loan.


             SECTION 2.4  Continuation and Conversion
Elections.  By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 10:00
a.m., Central time, on a Business Day, the Borrower may from time to time
irrevocably elect, (i) on not less than three nor more than five Business Days’
notice, in connection with any LIBO Rate Loan or any Base Rate Loan, that all,
or any portion in an aggregate minimum amount of $500,000 and an integral
multiple of $500,000, of any Loans be, in the case of Base Rate Loans,
converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be continued
as a LIBO Rate Loan, and (iii) on or before the last day of the then current
Interest Period with respect to a LIBO Rate Loan that such Loan be converted
into a Base Rate Loan (in the absence of delivery of a Continuation/ Conversion
Notice with respect to any LIBO Rate Loan at least three Business Days before
the last day of the then current Interest Period with respect thereto, such
LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate
Loan); provided, however, that (i) each such conversion or
continuation shall be pro rated among the applicable outstanding Loans of all
Lenders, and (ii) no portion of the outstanding principal amount of any Loans
may be continued as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing.


             SECTION 2.5  Funding.  Each
Lender may, if it so elects, fulfill its obligation to make, continue or
convert LIBO Rate Loans hereunder by causing one of its foreign branches or
Affiliates (or an international banking facility created by such Lender) to
make or maintain such LIBO Rate Loan; provided, however, that
such LIBO Rate Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the Borrower to repay such LIBO Rate
Loan shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility.  In addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Sections 4.1,
4.2, 4.3 or 4.4, it shall be conclusively presumed that
each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits
in its LIBOR Office’s interbank eurodollar market.


             SECTION 2.6  Notes.


                           (a)         Revolving Facility A.  Each Lender’s Revolving Loans under a
Revolving Loan Commitment and Reducing Loans under a Reducing Loan Commitment,
shall be evidenced by a Facility A Revolving Note payable to the order of such
Lender in a maximum principal amount equal to such Lender’s Percentage of the
original applicable Facility A Revolving Loan Commitment Amount.


                           (b)        Revolving Facility B.  Each Lender’s Revolving Loans under
Revolving Facility B shall be evidenced by a Facility B Revolving Note
payable to the order of such Lender in a maximum principal amount equal to such
Lender’s Percentage of the Facility B Revolving Loan Commitment.


                           (c)         Term Loan Facility.  Each Lender’s Term Loan shall be evidenced
by a Term Loan Note payable to the order of such Lender in a maximum principal
amount equal to such Lender’s Percentage of the Term Loan Commitment Amount.


                           (d)        The Borrower hereby irrevocably
authorizes each Lender to make (or cause to be made) appropriate notations on
the grid attached to each of such Lender’s Notes (or on any continuation of
such grid), which notations, if made, shall evidence, among other things, the
date of, the outstanding principal of, and the interest rate and Interest
Period applicable to the Loans evidenced thereby.  Such notations shall be rebuttable presumptive evidence of such
amounts; provided however, that the failure of any Lender to make
any such notations shall not limit, enlarge or otherwise affect any Obligations
of the Borrower or any other Obligor.


             SECTION 2.7   Letters of Credit.


             SECTION 2.7.1              Issuance Requests.  By delivering to the Administrative Agent and the applicable
Issuer an Issuance Request on or before 11:30 a.m., Central time, the
Borrower may request, from time to time prior to the Commitment Termination
Date and on not less than three nor more than ten Business Days’ notice, that
such Issuer issue an irrevocable standby letter of credit in such form as may
be mutually agreed to by the Borrower and such Issuer (each a “Letter of
Credit”), in support of financial obligations of the Borrower incurred in
the Borrower’s ordinary course of business and which are described in such
Issuance Request.  Upon receipt of an
Issuance Request, the Administrative Agent shall promptly notify the Lenders
thereof.  Each Letter of Credit shall by
its terms: (a) be issued in a Stated Amount which (i) together with all
Letter of Credit Outstandings does not exceed the Letter of Credit Sublimit, or
(ii) together with all Letter of Credit Outstandings and all outstanding Loans
does not exceed (or would not exceed) the then Commitment Amount (as such
amount is reduced and is scheduled to reduce prior to the Stated Expiry Date
pursuant to Section 2.2); and (b) be stated to expire on a date (its
“Stated Expiry Date”) no later than the earlier (i) of one year from its
date of issuance and (ii) the Commitment Termination Date.  So long as no Default has occurred and is
continuing, by delivery to the applicable Issuer and the Administrative Agent
of an Issuance Request at least three but not more than ten Business Days prior
to the Stated Expiry Date of any Letter of Credit, the Borrower may request
such Issuer to extend the Stated Expiry Date of such Letter of Credit for an
additional period not to exceed the earlier of one year from its date of
extension and the Reducing Loan Commitment Termination Date.


             SECTION 2.7.2              Issuances and Extensions.  On the terms and subject to the conditions
of this Agreement (including Article V), the Issuer shall issue
Letters of Credit, and extend the Stated Expiry Dates of outstanding Letters of
Credit, in accordance with the Issuance Requests made therefor.  Each Issuer will make available the original
of each Letter of Credit which it issues in accordance with the Issuance
Request therefor to the beneficiary thereof (and will promptly provide each of
the Lenders and the Borrower with a copy of such Letter of Credit) and will
notify the beneficiary under any Letter of Credit of any extension of the
Stated Expiry Date thereof.


             SECTION 2.7.3              [Intentionally Omitted].


             SECTION 2.7.4              Other Lenders’ Participation.  Each Letter of Credit issued pursuant to Section
2.7.2 shall, effective upon its issuance and without further action, be
issued on behalf of all Lenders (including the Issuer thereof) pro rata
according to their respective Percentages. 
Each Lender shall, to the extent of its Percentage, be deemed irrevocably
to have participated in the issuance of such Letter of Credit and shall be
responsible to reimburse promptly the Issuer thereof for Reimbursement
Obligations which have not been reimbursed by the Borrower in accordance with Section
2.7.5, or which have been reimbursed by the Borrower but must be returned,
restored or disgorged by such Issuer for any reason, and each Lender shall, to
the extent of its Percentage, be entitled to receive from the Administrative
Agent a ratable portion of the letter of credit fees received by the
Administrative Agent pursuant to Section 3.3.3, with respect to each
Letter of Credit.  In the event that the
Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall
not be made to fund any Reimbursement Obligation, all as provided in Section
2.7.5 and in an amount equal to the amount of any drawing honored by such
Issuer under a Letter of Credit issued by it, or in the event such Issuer must
for any reason return or disgorge such reimbursement, such Issuer shall
promptly notify each Lender of the unreimbursed amount of such drawing and of
such Lender’s respective participation therein.  Each Lender shall make available to such Issuer, whether or not
any Default shall have occurred and be continuing, an amount equal to its
respective participation in same day or immediately available funds at the
office of such Issuer specified in such notice not later than 11:30 a.m.,
Central time, on the Business Day (under the laws of the jurisdiction of such
Issuer) after the date notified by such Issuer.  In the event that any Lender fails to make available to such
Issuer the amount of such Lender’s participation in such Letter of Credit as
provided herein, such Issuer shall be entitled to recover such amount on demand
from such Lender together with interest at the daily average Federal Funds Rate
for three Business Days (together with such other compensatory amounts as may
be required to be paid by such Lender to the Administrative Agent pursuant to
the Rules for Interbank Compensation of the council on International Banking or
the Clearinghouse Compensation Committee, as the case may be, as in effect from
time to time) and thereafter at the Alternate Base Rate plus 2%.  Nothing in this Section shall be deemed to
prejudice the right of any Lender to recover from any Issuer any amounts made
available by such Lender to such Issuer pursuant to this Section in the event
that it is determined by a court of competent jurisdiction that the payment
with respect to a Letter of Credit by such Issuer in respect of which payment
was made by such Lender constituted gross negligence or wilful misconduct on
the part of such Issuer.  Each Issuer
shall distribute to each other Lender which has paid all amounts payable by it
under this Section with respect to any Letter of Credit issued by such Issuer
such other Lender’s Percentage of all payments received by such Issuer from the
Borrower in reimbursement of drawings honored by such Issuer under such Letter
of Credit when such payments are received.


             SECTION 2.7.5              Disbursements. 
Each Issuer will notify the Borrower and the Administrative Agent
promptly of the presentment for payment of any Letter of Credit, together with
notice of the date (the “Disbursement Date”) such payment shall be made.  Subject to the terms and provisions of such
Letter of Credit, the applicable Issuer shall make such payment to the
beneficiary (or its designee) of such Letter of Credit.  Prior to 11:30 a.m., Central time, on the
Disbursement Date, the Borrower will reimburse the applicable Issuer for all
amounts which it has disbursed under the Letter of Credit.  In the event the applicable Issuer is not
reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for
any reason return or disgorge such reimbursement, the Lenders (including such
Issuer) shall, on the terms and subject to the conditions of this Agreement,
fund the Reimbursement Obligation therefor by making, on the next Business Day,
Loans which are Base Rate Loans as provided in Section 2.1.2 or 2.1.3
(the Borrower being deemed to have given a timely Borrowing Request therefor
for such amount); provided, however, for the purpose of
determining the availability of the Commitments to make Loans immediately prior
to giving effect to the application of the proceeds of such Loans, such
Reimbursement Obligation shall be deemed not to be outstanding at such
time.  To the extent the applicable
Issuer is not reimbursed in full in accordance with the preceding sentences,
the Borrower’s Reimbursement Obligation shall accrue interest at a fluctuating
rate equal to the Alternate Base Rate, plus the Applicable Margin plus a margin
of 2% per annum, payable on demand.


             SECTION 2.7.6              Reimbursement. 
The Borrower’s obligation (a “Reimbursement Obligation”) under Section
2.7.5 to reimburse an Issuer with respect to each Disbursement (including
interest thereon), and each Lender’s obligation to make participation payments
in each drawing which has not been reimbursed by the Borrower, shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim, or defense to payment which the Borrower may have or
have had against any Lender or any beneficiary of a Letter of Credit, including
any defense based upon the occurrence of any Default, any draft, demand or
certificate or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient, the failure of any disbursement to
conform to the terms of the applicable Letter of Credit (if, in the applicable
Issuer’s good faith opinion, such disbursement is determined to be appropriate)
or any non-application or misapplication by the beneficiary of the proceeds of
such disbursement, or the legality, validity, form, regularity, or enforceability
of such Letter of Credit; provided, however, that nothing herein
shall adversely affect the right of the Borrower or any Lender to commence any
proceeding against the applicable Issuer for any wrongful disbursement made by
such Issuer under a Letter of Credit as a result of acts or omissions
constituting gross negligence or wilful misconduct on the part of such Issuer.


             SECTION 2.7.7              Deemed Disbursements.  Upon either (i) the occurrence and
during the continuation of an Event of Default pursuant to Section 8.1.9
or the occurrence of the Commitment Termination Date or (ii) the
declaration by the Administrative Agent of all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and
payable and/or the Commitments (if not theretofore terminated) to be terminated
as provided in Section 8.3, an amount equal to that portion of
Letter of Credit Outstandings attributable to outstanding and undrawn Letters
of Credit shall, at the election of the applicable Issuer acting on
instructions from the Required Lenders, and without demand upon or notice to
the Borrower, be deemed to have been paid or disbursed by such Issuer under
such Letters of Credit (notwithstanding that such amount may not in fact have
been so paid or disbursed), and, upon notification by such Issuer to the
Administrative Agent and the Borrower of its obligations under this Section,
the Borrower shall be immediately obligated to reimburse such Issuer the amount
deemed to have been so paid or disbursed by such Issuer.  Any amounts so received by such Issuer from
the Borrower pursuant to this Section shall be held as collateral security for
the repayment of the Borrower’s obligations in connection with the Letters of
Credit issued by such Issuer.  All
amounts on deposit pursuant to this Section 2.7.7 shall, until
their application to any Obligation or their return to the Borrower, as the
case may be, at the Borrower’s written request, be invested in high grade
short-term liquid investments acceptable to Administrative Agent and designated
by the Borrower, which investments shall be held by the Administrative Agent as
additional collateral security for the repayment of the Borrower’s Obligations
under and in connection with the Letters of Credit and all other Obligations.  Any losses, net of earnings, and reasonable
fees and expenses of such investments shall be charged against the principal
amount invested.  The Administrative
Agent and the Lenders shall not be liable for any loss resulting from any
investment made by the Administrative Agent at the Borrower’s request.  The Administrative Agent is not obligated
hereby, or by any other Loan Document, to make or maintain any investment,
except upon written request by the Borrower. 
At any time when such Letters of Credit shall terminate and all
Obligations to each Issuer are either terminated or paid or reimbursed to such
Issuer in full, the Obligations of the Borrower under this Section shall be
reduced accordingly (subject, however, to reinstatement in the event any payment
in respect of such Letters of Credit is recovered in any manner from such
Issuer), and such Issuer will return to the Borrower the excess, if any, of
(a) the aggregate amount held by such Issuer and not theretofore applied
by such Issuer to any Reimbursement Obligation over (b) the
aggregate amount of all Reimbursement Obligations to such Issuer pursuant to
this Section, as so adjusted.  At such
time when all Events of Default shall have been cured or waived, if the
Reducing Loan Commitment Termination Date shall not have occurred for any
reason, each Issuer shall return to the Borrower all amounts then on deposit
with such Issuer pursuant to this Section.


             SECTION 2.7.8              Nature of Reimbursement Obligations.  The Borrower shall assume all risks of
the acts, omissions, or misuse of any Letter of Credit by the beneficiary
thereof.  Neither any Issuer nor any
Lender (except to the extent of its own gross negligence or wilful misconduct)
shall be responsible for: (a) the form, validity, sufficiency, accuracy,
genuineness, or legal effect of any Letter of Credit or any document submitted
by any party in connection with the application for and issuance of a Letter of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent, or forged;  (b) the form, validity, sufficiency, accuracy, genuineness,
or legal effect of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof in whole or in part, which may prove to be invalid or
ineffective for any reason; (c) failure of the beneficiary to comply fully
with conditions required in order to demand payment under a Letter of Credit;
(d) errors, omissions, interruptions, or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex, facsimile or
otherwise; or (e) any loss or delay in the transmission or otherwise of
any document or draft required in order to make a Disbursement under a Letter
of Credit or of the proceeds thereof. 
None of the foregoing shall affect, impair, or prevent the vesting of
any of the rights or powers granted any Issuer or any Lender hereunder.  In furtherance and extension, and not in
limitation or derogation, of any of the foregoing, any action taken or omitted
to be taken by any Issuer in good faith shall be binding upon the Borrower and
shall not put such Issuer under any resulting liability to the Borrower.


             SECTION 2.7.9              Increased Costs; Indemnity.  If by reason of (a) any change in
applicable law, regulation, rule, decree or regulatory requirement or any
change in the interpretation or application by any judicial or regulatory
authority of any law, regulation, rule, decree or regulatory requirement, or
(b) compliance by any Issuer or any Lender with any direction, or
requirement of any governmental or monetary authority, including Regulation D
of the F.R.S. Board: (i) any Issuer or any Lender shall be subject to any
tax (other than taxes on net income and franchises), levy, charge or
withholding of any nature or to any variation thereof or to any penalty with
respect to the maintenance or fulfillment of its obligations under this Section
2.7, whether directly or by such being imposed on or suffered by such
Issuer or such Lender; (ii) any reserve, deposit or similar requirement is
or shall be applicable, increased, imposed or modified in respect of any
Letters of Credit issued by any Issuer or participations therein purchased by
any Lender; or (iii) there shall be imposed on any Issuer or any Lender
any other condition regarding this Section 2.7, any Letter of
Credit or any participation therein, and the result of the foregoing is
directly to increase the cost to such Issuer or such Lender of issuing or
maintaining any Letter of Credit or of purchasing or maintaining any
participation therein, or to reduce any amount receivable in respect thereof by
such Issuer or such Lender, then and in any such case such Issuer or such
Lender may, at any time after the additional cost is incurred or the amount
received is reduced, notify the Administrative Agent and the Borrower thereof,
and the Borrower shall pay within 10 days of demand such amounts as such Issuer
or Lender may in good faith specify to be necessary to compensate such Issuer
or Lender for such additional cost or reduced receipt, together with interest
on such amount from the date demanded until payment in full thereof at a rate
equal at all times to the Alternate Base Rate plus the Applicable Margin per
annum.  The determination by such Issuer
or Lender, as the case may be, of any amount due pursuant to this Section, as
set forth in a statement setting forth the calculation thereof in reasonable
detail, shall be rebuttable presumptive evidence of such amounts.


             In
addition to amounts payable as elsewhere provided in this Section 2.7,
the Borrower hereby indemnifies, exonerates and holds each Issuer, the
Administrative Agent and each Lender harmless from and against any and all
actions, causes of action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of whether such Issuer,
the Administrative Agent or such Lender is a party to the action for which
indemnification is sought), including reasonable attorneys’ fees and disbursements,
which such Issuer, the Administrative Agent or such Lender may incur or be
subject to as a consequence, direct or indirect, of the issuance of the Letters
of Credit, other than as a result of the gross negligence or wilful misconduct
of such Issuer as determined by a court of competent jurisdiction, or the
failure of such Issuer to honor a drawing under any Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or governmental authority.


ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST
AND FEES


             SECTION 3.1  Repayments and Prepayments.  (a) The Borrower shall repay in full the
unpaid principal amount of each Loan upon the Stated Maturity Date therefor; it
being understood that, subject to satisfaction of the terms and conditions
hereof, repayment on the Stated Maturity Date of the Revolving Loans under
Revolving Facility A shall be by converting the then outstanding balances
of the Revolving Loans under Revolving Facility A to Reducing Loans as
provided in Section 2.1.3.  Each
prepayment of any Loans made pursuant to this Section shall be without premium
or penalty, except as may be required by Section 4.4.  No voluntary prepayment of principal of any
Reducing Loans shall cause a reduction in the Reducing Loan Commitment Amount
or the Revolving Loan Commitment Amount.


                           (b)        The Term Loan.  The Borrower shall repay the principal of
and interest on the Term Loans as follows: 
The Borrower shall make principal payments on each date set forth below
(each, a “Principal
Payment Date”), in an amount equal to the dollar amount set
forth below opposite such date.  Each
principal payment made on a Principal Payment Date shall be made together with
accrued and unpaid interest thereon.





	Principal Payment Date	Amount of Payment
	March 31, 2002	$2,800,000
	June 30, 2002	$2,800,000
	September 30, 2002	$2,800,000
	December 31, 2002	$3,250,000
	March 31, 2003	$3,250,000
	June 30, 2003	$3,250,000
	September 30, 2003	$3,250,000
	December 31, 2003	$2,325,000
	March 31, 2004	$2,325,000
	June 30, 2004	$2,325,000
	September 30, 2004	$2,325,000
	December 31, 2004	$2,325,000
	March 31, 2005	$2,325,000
	June 30, 2005	$2,325,000
	August 9, 2005	The remaining principal 

  balance of the Term Loan
	Total:	$40,000,000









 


             SECTION 3.1.1              Optional Prepayment.  At any time prior to the Stated Maturity
Date, the Borrower may, from time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of any Loans;
provided, however, that (a) any such prepayment shall be
made pro rata among Loans of the same type and, if applicable,
having the same Interest Period of all Lenders, (b) no such prepayment of
any LIBO Rate Loan may be made on any day other than the last day of the
Interest Period for such Loan, (c) all such voluntary prepayments (i) of
LIBO Rate Loans, shall require at least three (3) Business Days’ prior written
notice to the Administrative Agent, and (ii) of Base Rate Loans, shall require
prior written notice on the date of prepayment to the Administrative Agent, and
(d) all such voluntary partial prepayments shall be in an aggregate
minimum amount of $500,000 and an integral multiple of $500,000.


             SECTION 3.1.2              Mandatory Prepayment on Reducing
Loans.  The Borrower shall, on
each date when any reduction in the Reducing Loan Commitment Amount shall
become effective, including pursuant to Section 2.2, make a mandatory
prepayment of all Reducing Loans, equal to the excess, if any, of the then
aggregate outstanding principal amount of all Reducing Loans together with
Letter of Credit Outstandings over the Reducing Loan Commitment Amount as so
reduced.


             SECTION 3.1.3              Mandatory Prepayment on Acceleration.  The Borrower shall, immediately upon any
acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2
or Section 8.3, repay all Loans, unless, pursuant to Section 8.3,
only a portion of all Loans is so accelerated.


             SECTION 3.1.4              Prepayments of Term Loans.  All prepayments of the Term Loans made on or
before September 30, 2003 will be applied first to reduce pro rata the
amount of the remaining installments through September 30, 2003, and secondly,
to reduce pro rata the amount of the remaining installments through June 30,
2005.  Prepayments made after September
30, 2003 will be applied to reduce pro rata the amount of the remaining
installments.


             SECTION 3.2   Interest Provisions.  Interest on the outstanding principal amount
of Loans shall accrue and be payable in accordance with this Section 3.2.


             SECTION 3.2.1              Rates.  Pursuant
to an appropriately delivered Borrowing Request or Continuation/Conversion
Notice, the Borrower may elect that Loans comprising a Borrowing accrue
interest at a rate per annum: (a) on that portion maintained from time to
time as a Base Rate Loan, equal to the Alternate Base Rate plus the Applicable
Margin from time to time in effect; and (b) on that portion maintained as
a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the
sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the
Applicable Margin.


             All
LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.


             SECTION 3.2.2              Default Rate. 
While any Event of Default exists or after acceleration, the Borrower
shall pay upon demand interest (after as well as before judgment) on the
principal amount of all outstanding Obligations at a fluctuating rate per annum
equal to the Alternate Base Rate plus the Applicable Margin plus 2%; provided,
however, that with respect to a LIBO Rate Loan, the Default Rate shall
be an interest rate equal to the interest rate (including any Applicable
Margin) otherwise applicable to such Loan plus 2% per annum, but in any event
not to exceed the maximum rate permitted by applicable law.


             SECTION 3.2.3              Payment Dates. 
Interest accrued on each Loan shall be payable, without duplication:
(a) on the Stated Maturity Date therefor; (b) on the date of any
payment or prepayment, in whole or in part, of principal outstanding on such
Loan; (c) with respect to Base Rate Loans, on each Quarterly Payment Date
occurring after the Effective Date; (d) with respect to LIBO Rate Loans,
the last day of each applicable Interest Period (and, if such Interest Period
shall exceed 90 days, on the 90th day of such Interest Period); (e) with
respect to any Base Rate Loans converted into LIBO Rate Loans on a day when
interest would not otherwise have been payable pursuant to clause (c),
on the date of such conversion; and (f) on that portion of any Loans the
Stated Maturity Date of which is accelerated pursuant to Section 8.2 or Section
8.3, immediately upon such acceleration. 
Interest accrued on Loans or other monetary Obligations arising under
this Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.


             SECTION 3.3   Fees.  The Borrower
agrees to pay the fees set forth in this Section 3.3.  All such fees shall be non-refundable.


             SECTION 3.3.1              Commitment Fee. 
The Borrower agrees to pay to the Administrative Agent for the account
of each Lender, for the period (including any portion thereof when any of its
Commitments are suspended by reason of the Borrower’s inability to satisfy any
condition of Article V) commencing on the Effective Date and continuing
through the final Commitment Termination Date, a Commitment Fee on such
Lender’s Percentage of the sum of the average daily unused portion of the
Commitment Amount (outstanding Loans and Letters of Credit being deemed to be
usage hereunder).  Such Commitment Fee
shall be payable by the Borrower in arrears, on each Quarterly Payment Date,
commencing with the first such day following the Effective Date, and on each
Commitment Termination Date.


             SECTION 3.3.2              Administrative Agent’s Fee.  To the Administrative Agent for its own
account, the fees provided in the fee letter dated August 10, 2001 between the
Borrower, the Administrative Agent and Banc of America Securities LLC.


             SECTION 3.3.3              Letter of Credit Fees.  (a) The Borrower agrees to pay to the
Administrative Agent, for the account of each Lender, a fee for each Letter of
Credit for the period from and including the date of the issuance of such
Letter of Credit to (but not including) the date upon which such Letter of
Credit expires, at a per annum rate equal to the Applicable Margin on the outstanding
face amount of each Letter of Credit. 
Such fee shall be payable by the Borrower in arrears on each Quarterly
Payment Date, and on the Commitment Termination Date for any period then ending
for which such fee shall not theretofore have been paid, commencing on the
first such date after the issuance of such Letter of Credit.


                           (b)        The Borrower agrees to pay to the
Administrative Agent, for the account of the Issuer, a Letter of Credit
fronting fee for each Letter of Credit upon the issuance of each Letter of
Credit in an amount equal to the greater of (i) $500 or (ii) one-eight of one
percent (1/8 of 1%) calculated on the face amount thereof.


ARTICLE IV

CERTAIN LIBO RATE AND OTHER
PROVISIONS


             SECTION 4.1   Fixed Rate Lending Unlawful.  If any Lender shall determine (which
determination shall, upon notice thereof to the Borrower and the Lenders, be
conclusive and binding on the Borrower) that the introduction of or any change
in or in the interpretation of any law makes it unlawful, or any central bank
or other governmental authority asserts that it is unlawful, for such Lender to
make, continue or maintain any Loan as, or to convert any Loan into, a LIBO
Rate Loan of a certain type, the obligations of all Lenders to make, continue,
maintain or convert any such Loans shall, upon such determination, forthwith be
suspended until such Lender shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist, and all LIBO Rate Loans
of such type shall automatically convert into Base Rate Loans at the end of the
then current Interest Periods with respect thereto or sooner, if required by
such law or assertion.


             SECTION 4.2   Deposits Unavailable.  If the Administrative Agent shall have
determined that (a) Dollar deposits in the relevant amount and for the
relevant Interest Period are not available to the Lenders in their relevant
markets; or (b) by reason of circumstances affecting BofA’s relevant
market, adequate means do not exist for ascertaining the interest rate applicable
hereunder to LIBO Rate Loans, then, upon notice from the Administrative Agent
to the Borrower and the Lenders, the obligations of all Lenders under Section
2.3 and Section 2.4 to make or continue any Loans as, or to convert
any Loans into, LIBO Rate Loans shall forthwith be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.


             SECTION 4.3   Increased LIBO Rate Loan Costs, etc.  The Borrower agrees to reimburse each Lender
for any increase in the cost to such Lender of, or any reduction in the amount
of any sum receivable by such Lender in respect of, making, continuing or
maintaining (or of its obligation to make, continue or maintain) any Loans as,
or of converting (or of its obligation to convert) any Loans into, LIBO Rate
Loans.  Such Lender shall promptly
notify the Administrative Agent and the Borrower in writing of the occurrence
of any such event, such notice to state, in reasonable detail, the reasons
therefor and the additional amount required fully to compensate such Lender for
such increased cost or reduced amount; provided, that no Lender shall give such
notice unless it is generally charging borrowers similarly situated to the
Borrower with similar agreements with such Lender such amounts.  Such additional amounts shall be payable by
the Borrower directly to such Lender within five days of its receipt of such
notice, and such notice shall be rebuttable presumptive evidence of such
amounts.


             SECTION 4.4   Funding Losses. 
In the event any Lender shall incur any loss or expense (including any
loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to make, continue or maintain
any portion of the principal amount of any Loan as, or to convert any portion
of the principal amount of any Loan into, a LIBO Rate Loan) as a result of
(a) any conversion or repayment or prepayment of the principal amount of
any LIBO Rate Loans on a date other than the scheduled last day of the Interest
Period applicable thereto, whether pursuant to Section 3.1 or otherwise;
(b) any Loans not being made as LIBO Rate Loans in accordance with the
Borrowing Request therefor; or (c) any Loans not being continued as, or
converted into, LIBO Rate Loans in accordance with the Continuation/ Conversion
Notice therefor, then, upon the written notice of such Lender to the Borrower
(with a copy to the Administrative Agent), the Borrower shall, within five days
of its receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense.  Such written notice (which
shall include calculations in reasonable detail) and shall be rebuttable
presumptive evidence of such amounts.


             SECTION 4.5   Increased Capital Costs.  If any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
law or regulation, directive, guideline, decision or request of any court, central
bank, regulator or other governmental authority affects or would affect the
amount of capital required or expected to be maintained by any Lender or any
Person controlling such Lender, and such Lender determines (in its discretion
exercised in good faith) that the rate of return on its or such controlling
Person’s capital as a consequence of its Commitments or the Loans made by such
Lender is reduced to a level below that which such Lender or such controlling
Person could have achieved but for the occurrence of any such circumstance,
then, in any such case upon notice from time to time by such Lender to the
Borrower, the Borrower shall immediately pay directly to such Lender additional
amounts sufficient to compensate such Lender or such controlling Person for
such reduction in rate of return.  A
statement of such Lender as to any such additional amount or amounts shall be
furnished to Borrower including calculations thereof in reasonable detail and
shall be rebuttable presumptive evidence of such amounts.  In determining such amount, such Lender may
use any method of averaging and attribution that it (in its discretion
exercised in good faith) shall deem applicable.


             SECTION 4.6   Taxes.  All
payments by the Borrower of principal of, and interest on, the Loans, all
payments in respect of the Reimbursement Obligations and all other amounts
payable hereunder shall be made free and clear of and without deduction for any
future enacted or increased income, excise, stamp or franchise taxes and other
taxes, fees, duties, withholdings or other charges of any nature whatsoever
imposed by any taxing authority, but excluding franchise taxes and taxes
imposed on or measured by any Lender’s net income or receipts by the
jurisdiction (or any political subdivision thereof) under the laws of which
such Lender is organized or maintains an office from which Loans are funded
(such non-excluded items being called “Taxes”).  In the event that any withholding or
deduction from any payment to be made by the Borrower hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Borrower will (a) pay directly to the relevant authority the full amount
required to be so withheld or deducted; (b) promptly forward to the
Administrative Agent an official receipt or other documentation satisfactory to
the Administrative Agent evidencing such payment to such authority; and (c) pay
to the Administrative Agent for the account of the Lenders such additional
amount or amounts as is necessary to ensure that the net amount actually
received by each Lender will equal the full amount such Lender would have
received had no such withholding or deduction been required.  Moreover, if any Taxes are directly asserted
against the Administrative Agent or any Lender with respect to any payment
received by the Administrative Agent or such Lender hereunder, the
Administrative Agent or such Lender may pay such Taxes and the Borrower will
promptly pay such additional amounts (including, if incurred as a result of the
Borrower’s action, omission or delay, any penalties, interest or expenses) as
is necessary in order that the net amount received by such person after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such person would have received had not such Taxes been
asserted.


                           If
the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
failure of Borrower to pay the taxing authorities directly where required.  For purposes of this Section 4.6, a
distribution hereunder by the Administrative Agent or any Lender to or for the
account of any Lender shall be deemed a payment by the Borrower.


                           Each
Lender that is organized under the laws of a jurisdiction other than the United
States shall, prior to the due date of any payments under the Notes, execute
and deliver to the Borrower and the Administrative Agent, on or about the first
scheduled payment date in each Fiscal Year, one or more (as the Borrower or the
Administrative Agent may reasonably request) United States Internal Revenue
Service Forms 4224 or Forms 1001 or such other forms or documents (or successor
forms or documents), appropriately completed, as may be applicable to establish
the extent, if any, to which a payment to such Lender is exempt from
withholding or deduction of Taxes.


             SECTION 4.7   Payments, Computations, etc.  Unless otherwise expressly provided, all
payments by the Borrower pursuant to this Agreement, the Notes or any other
Loan Document shall be made by the Borrower to the Administrative Agent for the
pro rata account of the Lenders entitled to receive such
payment.  All such payments required to
be made to the Administrative Agent shall be made, without setoff, deduction or
counterclaim, not later than 11:00 a.m., Central time, on the date due, in same
day or immediately available funds, to such account as the Administrative Agent
shall specify from time to time by notice to the Borrower.  Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding
Business Day.  The Administrative Agent
shall promptly remit in same day funds to each Lender its share, if any, of
such payments received by the Administrative Agent for the account of such
Lender.  All interest and fees shall be
computed on the basis of the actual number of days (including the first day but
excluding the last day) occurring during the period for which such interest or
fee is payable over a year comprised of 360 days (or, in the case of interest
on a Base Rate Loan, 365 days or, if appropriate, 366 days).  Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by clause (c) of the definition of the
term “Interest Period” with respect to LIBO Rate Loans) be made on the
next succeeding Business Day and such extension of time shall be included in
computing interest and fees, if any, in connection with such payment.


             SECTION 4.8   Sharing of Payments.  If any Lender shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan, any Reimbursement Obligation or any other
Obligation (other than pursuant to the terms of Sections 4.3, 4.4
and 4.5) in excess of its pro rata share of payments then
or therewith obtained by all Lenders, such Lender shall purchase from the other
Lenders such participations as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them;
provided, however, that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Lender,
the purchase shall be rescinded and each Lender which has sold a participation
to the purchasing Lender shall repay to the purchasing Lender the purchase
price to the ratable extent of such recovery together with an amount equal to
such selling Lender’s ratable share (according to the proportion of
(a) the amount of such selling Lender’s required repayment to the
purchasing Lender (b) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered.  The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section may, to the fullest extent
permitted by law, exercise all its rights of payment (including pursuant to Section
4.9) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such participation.  If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section to share
in the benefits of any recovery on such secured claim.


             SECTION 4.9   Setoff.  Upon the
occurrence of an Event of Default, each Lender shall be entitled to exercise
(for the benefit of all Lenders pursuant to Section 4.8) any right of
offset or bankers’ lien against each and every account and other property or
interest therein that the Borrower or any Obligor may now or hereafter have
with, or which is now or hereafter in the possession of, such Lender, to the
extent of the full amount of the Obligations. 
To secure the Obligations, the Borrower hereby grants to each Lender a
continuing security interest in any and all balances, credits, deposits,
accounts or moneys of the Borrower then or thereafter maintained with such
Lender; provided, however, that any exercise of such security
interest shall be subject to the provisions of Section 4.8.  Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application
made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such setoff and application.  The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff
under applicable law or otherwise) which such Lender may have.


ARTICLE V

CONDITIONS TO BORROWING


             SECTION 5.1   Continuation of Existing
Loans; Initial Borrowing.  The
obligations of the Lenders to continue the Existing Loans as Loans hereunder
and to fund the initial Borrowing and to issue the initial Letter of Credit
shall be subject to the prior or concurrent satisfaction of each of the
conditions precedent set forth in this Section 5.1.  All certificates, agreements, opinions and
other documents delivered shall be in form and substance satisfactory to the
Administrative Agent.


             SECTION 5.1.1              Resolutions, etc.  The Administrative Agent shall have received from each Obligor a
certificate, dated the date of the initial Borrowing or the issuance of the
initial Letter of Credit or of such continuation, of its secretary, assistant
secretary, manager or general partner as applicable as to (a) resolutions
of its Board of Directors, Managers, or their equivalent then in full force and
effect authorizing the execution, delivery and performance of this Agreement,
the Notes and each other Loan Document to be executed by it, (b) the articles
or certificate of incorporation or organization for such Obligor, (c) the
bylaws, operating agreements, or partnership agreement of such Obligor,
(d) the incumbency and signatures of those of its officers authorized to
act with respect to this Agreement, the Notes and each other Loan Document
executed by it, upon which certificate each Lender may conclusively rely until
it shall have received a further certificate of the secretary, manager or
general partner as applicable of such Obligor canceling or amending such prior
certificate, and (e) that the Borrower and its Subsidiaries are in
compliance with all of the covenants and agreements contained in this Agreement
or any other Loan Document.  The
Administrative Agent shall have received from each Obligor certificates of
existence and good standing provided by the appropriate governmental officer in
its jurisdiction of incorporation and, in the case of certificates of good
standing, in each jurisdiction in which its business is conducted.


             SECTION 5.1.2              Delivery of this Agreement,
Prior Lender Assignment.  The
Administrative Agent shall have received the Prior Lender Assignment, this
Agreement, Notes issued pursuant hereto, and each other Closing Date Security
Document as defined in Schedule II, duly executed by each party thereto, and in
each case in form and substance satisfactory to the Administrative Agent.


             SECTION 5.1.3              Guaranty Agreements.  The Administrative Agent shall have received
Amended and Restated Guaranty Agreements, dated the date hereof, duly executed
by MarkWest Michigan, West Shore, Basin and Matrex, and shall have received a
Guaranty Agreement executed by MarkWest Resources.


             SECTION 5.1.4              Collateral Documents.  The Administrative Agent shall have received
executed counterparts of (a) the Closing Date Security Documents, duly executed
by the appropriate Obligor, (b) to the extent not previously delivered to
Agent certificates, evidencing all of the issued and outstanding shares of
capital stock, partnership interests, or membership interests pledged pursuant
thereto, which certificates shall in each case be accompanied by undated stock
powers duly executed in blank, or, if any securities pledged pursuant thereto
are uncertificated securities, confirmation and evidence satisfactory to the
Administrative Agent that the security interest in such uncertificated
securities has been transferred to and perfected by the Administrative Agent
for the benefit of the Lenders in accordance with the Uniform Commercial Code,
and (c) search report, dated a date reasonably near to the date of the
initial Borrowing, listing all effective financing statements which name the
Borrower (under its present name and any previous name) and each of its
Subsidiaries as the debtor and which are filed in the jurisdictions in which
filings in favor of the Administrative Agent were or will be filed, together
with copies of such financing statements, none of which (other than those
evidencing Permitted Liens) shall cover any collateral described in the
Collateral Documents.


             SECTION 5.1.5              Certificate (Acquisition).  A certificate signed by an Authorized
Officer of the Borrower, in form and substance reasonably satisfactory to the
Agent and each Lender, representing and warranting that:







             (i)          On and as of the Effective Date, (a)
the Acquisition has been consummated in accordance with the terms and
conditions of the Acquisition Contracts and in compliance with all material
legal and regulatory requirements; (b) all shareholder approvals required for
consummation of the Acquisition have been obtained; (c) all third party
approvals required for consummation of the Acquisition have been obtained; and
(d) all necessary consents and approvals of and filings and registration with,
and all other actions in respect of, all Governmental Authorities required for
consummation of the Acquisition have been obtained, given, filed or taken and
are in full effect and all waiting periods relating thereto have expired
without, in any such case, any action being taken by any competent authority
that could restrain, prevent or impose any material adverse conditions upon the
consummation of the Acquisition pursuant to the Acquisition Contracts or that
could seek or threaten any of the foregoing;



             (ii)         On and as of the Effective Date, there does
not exist (a) any order, decree, judgment, ruling or injunction which restrains
the consummation of the Acquisition in the manner contemplated by the
Acquisition  Documents, or (b) except as
disclosed on the Disclosure Schedule, any pending or threatened action, suit,
investigation or proceeding, which, if adversely determined, could materially
and adversely affect the Borrower or any of its Subsidiaries (including the
Target Companies and their Subsidiaries), any transaction contemplated hereby
or the ability of any Obligor to perform its obligations under the Loan
Documents or the ability of the Lenders to exercise their rights thereunder;



             (iii)        The Company has not consented to the
Vendors’ (as defined in the Acquisition Contracts) taking any restricted
actions during the Interim Period (as defined in the Acquisition Contracts);
and



             (iv)       The Acquisition Contracts have not been
amended, except as consented by the Required Lenders; all material conditions
precedent described in the Acquisition Contracts have been fulfilled in all
material respects in accordance with the terms and provisions thereof, and all
amendments to the Acquisition Contracts, and waivers to any conditions
precedent described in the Acquisition Contracts, have been consented to by the
Lenders, and the Borrower (and any other Subsidiary who is a party to the
Acquisition Contracts) has complied with the Acquisition Contracts in all
material respects.








             SECTION 5.1.6              Closing Certificate.  The Administrative Agent shall have received
a certificate signed by an Authorized Officer certifying (A) that the
conditions specified in Article V have been satisfied, (B) no Default or
Event of Default exists, and (C) since December 31, 2000 there has occurred no
event or circumstance which could reasonably be expected to have a Material
Adverse Effect.


             SECTION 5.1.7              Opinions of Counsel.  The Administrative Agent shall have received
the following, each dated the Effective Date and addressed to the
Administrative Agent and all Lenders: 
(a) legal opinions from Davis, Graham & Stubbs LLP and from Barry
Spector, counsel to the Borrower and its Subsidiaries, substantially in the
form of Exhibit E–1 and Exhibit E–4 hereto, (b)
a legal opinion from Baker & Botts, Texas counsel to the Borrower and its
Subsidiaries, substantially in the form of Exhibit E-2 hereto, (c) a
legal opinion from Fraser Milner Casgrain, Canadian Counsel to the Borrower and
its Subsidiaries, substantially in the form of Exhibit E–3
hereto, and (d) such opinions of local counsel as the Administrative Agent
shall require.


             SECTION 5.1.8              Closing Fees, Expenses, etc.  All fees and expenses to be paid on or
before the Effective Date shall have been paid, including attorneys’ fees and
expenses to the extent invoiced prior to the Effective Date.


             SECTION 5.1.9              Evidence of Insurance.  The Administrative Agent shall have received
certificates of insurance satisfactory to it evidencing the existence of all
insurance required to be maintained by the Borrower by this Agreement and the
other Loan Documents, which insurance shall list Administrative Agent as
additional insured and sole loss payee and be satisfactory to the
Administrative Agent.


             SECTION 5.1.10            Projections. 
The Administrative Agent shall have received an annual budget for 2001
of the Borrower and its Subsidiaries, together with 3-year projections in form
and substance satisfactory to the Lenders, setting forth in reasonable detail
the Borrower’s and its Subsidiaries’ consolidated balance sheet, income
statement and funds flow for a three-year period commencing January 1, 2001,
giving effect to the Canadian Acquisition, certified by the Chief Financial
Officer of the Borrower as being the Borrower’s best estimate and based upon
information that is then currently available and believed to be correct and
upon assumptions believed to be reasonable, and no event shall have occurred,
and no condition shall exist, that in the Lenders’ judgment shall be materially
inconsistent with the information or the projections provided to the Lenders.


             SECTION 5.1.11            Title.  The
Administrative Agent shall have received (a) such title information as the
Administrative Agent may require setting forth the status of title acceptable
to the Administrative Agent to at least 85% of the value of the Company’s and
the Subsidiaries’ Oil and Gas Properties included in the Initial Reserve
Reports, and (b) such title information as the Administrative Agent may require
setting forth the status of title acceptable to the Administrative Agent to the
Borrower’s real estate and facilities.


             SECTION 5.1.12            Initial Reserve Report.  The Administrative Agent shall have received
the Initial Reserve Reports in form and substance satisfactory to the Lenders.


             SECTION 5.1.13            Environmental Reports.  The Administrative Agent and the Lenders
shall have received environmental assessment reports relating to assets of the
Borrower and its Subsidiaries, and the Lenders shall be satisfied with the
reports.


             SECTION 5.1.14            Financial Statements.  The Administrative Agent shall have received
and, in each case, approved the following financial statements:







             (i)          With respect to the Borrower, audited
consolidated financial statements for the fiscal years ended 1998, 1999 and
2000, including balance sheets, income and cash flow statements audited by independent
public accountants of recognized national standing and prepared in conformity
with GAAP, quarterly financial statements for the first two Fiscal Quarters of
2001, interim monthly financial statements for the months January 2001 through
June 2001, monthly working capital needs for 2001 and quarterly for 2002, and a
budget for the fiscal year 2001.



             (ii)         With respect to the Target Companies,
unaudited consolidated financial statements for the eight months ended March
31, 2001 for the eight Leland-side management holding companies including
balance sheet, income and cash flow statements; unaudited consolidated
financial statements for the nine months ended March 31, 2001 for Leland Energy
Canada Ltd. including balance sheet, income and cash flow statements; and
unaudited consolidated financial statements for the eleven months ended June
30, 2001 for the eight Watford-side management holding companies, including
balance sheet, income and cash flow statements.



             (iii)        Pro forma consolidated balance sheet of
the Borrower and its Subsidiaries as of June 30, 2001 after giving effect to
the Canadian Acquisition.



             (iv)       Such other information relating to the
Canadian Acquisition as the Administrative Agent may request.








             SECTION 5.1.15            Incentive Payments Agreement.  The Administrative Agent shall have received
a copy of the Incentive Payments Agreement to be executed in connection with
the Canadian Acquisition.


             SECTION 5.1.16            Other.  The
Administrative Agent shall have received such other assurances, certificates,
documents, consents or opinions as the Administrative Agent or the Required
Lenders may require.


             SECTION 5.2   Conditions Precedent to
Initial Reducing Loan.  The
obligation of the Lenders to make the initial Reducing Loan shall, in addition
to the conditions precedent specified in Section 5.3, be subject to
the prior or concurrent satisfaction of each of the conditions precedent set
forth in this Section 5.2.


             SECTION 5.2.1              Revolving Loans Paid.  The principal of and accrued interest on the
Revolving Loans shall have been paid or be paid in full or converted into
Reducing Loans hereunder, and included under the Reducing Loan Commitment, in
each case, prior to or concurrently with the making of the initial Reducing
Loan.  The Borrower hereby agrees and
instructs the Administrative Agent to apply the proceeds of the Reducing Loan
to the extent required to the payment in full of the principal of and accrued
interest on all Revolving Loans then outstanding and the Administrative Agent
agrees to remit such proceeds, if any, for such purpose.


             SECTION 5.2.2              Confirmatory Certificate.  The Administrative Agent shall have received
a certificate, in form and substance satisfactory to the Administrative Agent,
dated the Conversion Date and signed by an officer of the Borrower acceptable
to the Administrative Agent, as to the matters set forth in Section 5.3.1
and such other documents as the Lender may have reasonably requested in support
thereof, including, duly executed and updated copies or other confirmations of
the continuing effectiveness of any or all of the Loan Documents.


             SECTION 5.3   All Borrowings. 
The obligation of each Lender to fund any Loan on the occasion of any
Borrowing (including the initial Borrowing) and to issue any Letter of Credit
(including the initial Letter of Credit) shall be subject to the satisfaction
of each of the conditions precedent set forth in this Section 5.3.


             SECTION 5.3.1              Compliance with Warranties, No
Default, etc.  Both before and
after giving effect to any Borrowing or Letter of Credit (but, if any Default
of the nature referred to in Section 8.1.5 shall have occurred with
respect to any other Indebtedness, without giving effect to the application,
directly or indirectly, of the proceeds thereof) the following statements shall
be true and correct in all material respects (a) the representations and
warranties set forth in Article VI, and in each Collateral Document
shall be true and correct with the same effect as if then made (unless stated
to relate solely to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date); (b) except
as disclosed by the Borrower to the Administrative Agent and the Lenders
pursuant to Section 6.7 (i) no labor controversy, litigation,
arbitration or governmental investigation or proceeding shall be pending or, to
the knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries which could reasonably be expected to materially adversely affect
the Borrower’s and its Subsidiaries’ consolidated business, operations, assets,
revenues, properties or prospects or which purports to affect the legality,
validity or enforceability of this Agreement, the Notes or any other Loan
Document; and (ii) no development shall have occurred in any labor controversy,
litigation, arbitration, environmental or governmental investigation or
proceeding disclosed pursuant to Section 6.7 which could reasonably be
expected to materially adversely affect the consolidated businesses,
operations, assets, revenues, properties or prospects of the Borrower and its
Subsidiaries; and (c) no Default shall have then occurred and be continuing,
and neither the Borrower, any other Obligor, nor any of their Subsidiaries are
in material violation of any law or governmental regulation or court order or
decree.


             SECTION 5.3.2              Borrowing Request; Compliance
Certificate.  (a) The
Administrative Agent shall have received a Borrowing Request for such Borrowing
or Issuance Request for such Letter of Credit, as the case may be.  Each of the delivery of a Borrowing Request
or Issuance Request for such Letter of Credit, as the case may be, and the
acceptance by the Borrower of the proceeds of such Borrowing or such Letter of
Credit shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing (both immediately before and after giving effect to
such Borrowing and the application of the proceeds thereof) the statements made
in Section 5.3.1 are true and correct.


                           (b)        In addition, if Borrower is unable to
make the representations and warranties set forth in paragraph 5 of the form of
Borrowing Request attached hereto as Exhibit B, then Borrower shall deliver to
the Administrative Agent, not less than ten (10) days prior to the date of
requested Borrowing or Issuance Request, a certificate (a “Regulation U
Compliance Certificate”) in form and substance satisfactory to the
Administrative Agent setting forth calculations demonstrating compliance with
Regulation U and, if required by the Administrative Agent, an opinion of
counsel (a “Regulation U Opinion”) in form and substance satisfactory to
the Administrative Agent stating that the Lenders and the Borrowers are, and
after the requested Borrowing or Issuance will be, in compliance with
Regulation U.


             SECTION 5.3.3              Satisfactory Legal Form.  All documents executed or submitted pursuant
hereto by or on behalf of the Borrower or any of its Subsidiaries or any other
Obligors shall be satisfactory in form and substance to the Administrative
Agent and its counsel (which satisfaction is acknowledged with respect to any
documents conforming to the respective Exhibit attached hereto); and the
Administrative Agent and its counsel shall have received all information,
approvals, opinions, documents or instruments as the Administrative Agent or
its counsel may reasonably request.


ARTICLE VI

REPRESENTATIONS AND WARRANTIES


                           In
order to induce the Lenders and the Administrative Agent to enter into this
Agreement and to make Loans hereunder, the Borrower represents and warrants
unto the Administrative Agent and each Lender as set forth in this Article
VI except as otherwise indicated on the Disclosure Schedule:


             SECTION 6.1   Organization, etc.  The Borrower and each of its Subsidiaries is a corporation or
limited liability company validly incorporated or organized and existing and in
good standing under the laws of the State of its incorporation or formation, is
duly qualified to do business and is in good standing as a foreign corporation
or limited liability company in each jurisdiction where the nature of its
business requires such qualification, and has full power and authority and
holds all requisite governmental licenses, permits and other approvals to enter
into and perform its Obligations under this Agreement, the Notes and each other
Loan Document to which it is a party and to own and hold under lease its
property and to conduct its business substantially in accordance with the first
recital.


             SECTION 6.2   Due Authorization,
Non-Contravention, etc.  The
execution, delivery and performance by the Borrower of this Agreement, the
Notes and each other Loan Document executed or to be executed by it, and the
execution, delivery and performance by each other Obligor of each Loan Document
executed or to be executed by it are within the Borrower’s and each such
Obligor’s corporate powers, have been duly authorized by all necessary
corporate action, and do not (a) contravene the Borrower’s or any such
Obligor’s Organic Documents; (b) contravene any contractual restriction,
law or governmental regulation or court decree or order binding on or affecting
the Borrower or any such Obligor; or (c) result in, or require the
creation or imposition of, any Lien on any of any Obligor’s properties.


             SECTION 6.3   Government Approval, Regulation, etc.  No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body or other Person is required for the due execution, delivery or performance
by the Borrower of this Agreement, the Notes or any other Loan Document to
which it is a party.  The Borrower and
its Subsidiaries possess all authorizations, approvals, permits and licenses
necessary to operate their respective businesses as currently operated and as
anticipated to be operated.  Neither the
Borrower nor any of its Subsidiaries is an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, or a “holding
company”, or a “subsidiary company” of a “holding company”, or an “affiliate”
of a “holding company” or of a “subsidiary company” of a “holding company”,
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.


             SECTION 6.4   Validity, etc. 
This Agreement constitutes, and the Notes and each other Loan Document
executed by the Borrower will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms; and each Loan Document
executed pursuant hereto by each other Obligor will, on the due execution and
delivery thereof by such Obligor, be the legal, valid and binding obligation of
such Obligor enforceable in accordance with its terms.


             SECTION 6.5   Financial Information.  The consolidated balance sheets of the
Borrower and each of its Subsidiaries as at December 31, 2000 and June 30,
2001, and the related consolidated statements of earnings and cash flow of the
Borrower and each of its Subsidiaries, copies of which have been furnished to
the Administrative Agent and each Lender, have been prepared in accordance with
GAAP consistently applied, and present fairly the consolidated financial
condition of the corporations covered thereby as at the dates thereof and the
results of their operations for the periods then ended, subject, in the case of
the June 30, 2001 statements, to normal year-end audit adjustments and the
omission of certain footnote disclosures. 
The Borrower and each of its Subsidiaries are in compliance with all of
their existing financial obligations.


             SECTION 6.6   No Material Adverse Change.  Since December 31, 2000, there has not been
any material adverse change in the financial condition, operations, assets,
business, properties or prospects of the Borrower and its Subsidiaries.


             SECTION 6.7   Litigation, Labor Controversies, etc.  As of the Effective Date, except as
disclosed in Schedule I, there is no pending or, to the knowledge of the
Borrower, threatened litigation, action, proceeding, or labor controversy
affecting the Borrower or any of its Subsidiaries, or any of their respective
properties, businesses, assets or revenues, which could reasonably be expected
to materially adversely affect the financial condition, operations, assets,
business, properties or prospects of the Borrower or any Subsidiary or which purports
to affect the legality, validity or enforceability of this Agreement, the Notes
or any other Loan Document.


             SECTION 6.8   Subsidiaries. 
The Borrower has no Subsidiaries, except those Subsidiaries (a) which
are identified in Item 6.8 
(“Existing Subsidiaries”) of the Disclosure Schedule; or (b) which
are permitted to have been acquired in accordance with  Section 7.2.5 or 7.2.8.  Each Subsidiary has executed a Guaranty;
provided, however that so long as Inverness does not own any assets, Inverness
need not execute a Guaranty.


             SECTION 6.9   Ownership of Properties.  The Borrower and each of its Subsidiaries
owns good and defensible title to all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and clear of all
Liens, charges or claims (including infringement claims with respect to
patents, trademarks, copyrights and the like) except as permitted pursuant to Section
7.2.3.


             SECTION 6.10 Taxes.  The
Borrower and each of its Subsidiaries has filed all tax returns and reports
required by law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except any such taxes or
charges which are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books.


             SECTION 6.11 Pension and Welfare Plans.  During the twelve-consecutive-month period
prior to the date of the execution and delivery of this Agreement and prior to
the date of any Borrowing hereunder, no steps have been taken to terminate any
Pension Plan, and no contribution failure has occurred with respect to any
Pension Plan sufficient to give rise to a Lien under section 302(f) of
ERISA.  No condition exists or event or
transaction has occurred with respect to any Pension Plan which might result in
the incurrence by the Borrower or any member of the Controlled Group of any
material liability, fine or penalty. 
Except as disclosed in Item 6.11 (“Employee Benefit Plans”)
of the Disclosure Schedule, neither the Borrower nor any member of the
Controlled Group has any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.


             SECTION 6.12 Compliance with Law.  Neither the Borrower nor any of its
Subsidiaries (a) is in violation of any law, statute, ordinance, decree,
requirement, order, judgment, rule, regulation (or any interpretation of the
foregoing) of, or the terms of any license or permit issued by, any
governmental authority; or (b) has failed to obtain any license, permit,
franchise or other governmental authorization necessary to ownership of any of
their respective properties or the conduct of their respective business; which
violation or failure could reasonably be expected to have a Material Adverse
Effect.


             SECTION 6.13 Claims and Liabilities.  Except as disclosed to the Lenders in the
Disclosure Schedule, neither the Borrower nor any of its Subsidiaries has
accrued any liabilities under gas purchase contracts for gas not taken, but for
which it is liable to pay if not made up and which, if not paid, would have a
Material Adverse Effect.  Except as
disclosed to the Lenders in the Disclosure Schedule, no claims exist against
the Borrower or its Subsidiaries for gas imbalances which claims if adversely
determined would have a Material Adverse Effect.  Except as disclosed to the Lenders in the Disclosure Schedule, no
purchaser of product supplied by the Borrower or any of its Subsidiaries has
any claim against the Borrower or any of its Subsidiaries for product paid for,
but for which delivery was not taken as and when paid for, which claim if
adversely determined would have a Material Adverse Effect.


             SECTION 6.14 No Prohibition on Perfection
of Collateral Documents.  None
of the terms or provisions of any indenture, mortgage, deed of trust, agreement
or other instrument to which the Borrower or any of its Subsidiaries is a party
or by which the Borrower or any of its Subsidiaries or the property of the
Borrower or any of its Subsidiaries is bound (other than documentation
governing Permitted Liens described in clauses (a), (c), (q) and (r)) prohibit
the filing or recordation of any of the Loan Documents or any other action
which is necessary or appropriate in connection with the perfection or
maintenance of the Liens on material assets evidenced and created by any of the
Loan Documents.    Notwithstanding the
foregoing, (i) documents governing a Capitalized Lease Liability or a purchase
money Lien permitted by Section 7.2.3(q) and (r) may prohibit
other Liens on the asset encumbered by such Lien, and (ii) the Lenders
acknowledge that certain real estate leases entered into by Borrower or its
Subsidiaries prior to the Effective Date restrict or prohibit Liens on the
Borrower’s or its Subsidiary’s leasehold interest.


             SECTION 6.15 Solvency.


                           (a)         Neither the Borrower nor the Borrower and
its Subsidiaries, on a consolidated basis, is “insolvent”, as such term is used
and defined in the United States Bankruptcy Code, 11 U.S.C. > 101, et
seq.


                           (b)        Immediately after the making of each
Loan, if any, and issuance of any Letter of Credit, if any, made or issued, as
the case may be, and after giving effect to the application of the proceeds of
such Loans and Letters of Credit, (i) the value of the assets of the Borrower
and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed
the debts and liabilities, subordinated, contingent or otherwise, of the
Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair
saleable value of the property of the Borrower and the Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Borrower and its Subsidiaries on a consolidated
basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured;
(iii) the Borrower and its Subsidiaries on a consolidated basis will be able to
pay their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (iv) the Borrower and
its Subsidiaries on a consolidated basis will not have unreasonably small
capital with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.


                           (c)         The Borrower does not intend to, or to
permit any of its Subsidiaries to, and does not believe that it or any of its
Subsidiaries will, incur debts beyond its ability to pay such debts as they
mature, taking into account the timing of and amounts of cash to be received by
it or any such Subsidiary and the timing of the amounts of cash to be payable
on or in respect of its Indebtedness or the Indebtedness of any such
Subsidiary.


             SECTION 6.16 Environmental Warranties.  In the ordinary course of its business, the
Borrower conducts an ongoing review of the effect of Environmental Laws on the
business, operations and properties of the Borrower and its Subsidiaries, in
the course of which it identifies and evaluates associated liabilities and
costs (including any capital or operating expenditures required for clean-up or
closure of properties presently owned or operated, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat and any actual or potential
liabilities to third parties, including employees, and any related costs and
expenses).  On the basis of this review,
the Borrower has reasonably concluded that, except as set forth in Schedule
I hereto, to the best of its knowledge after due inquiry:


                           (a)         all facilities and property (including
underlying groundwater) owned, leased or operated by the Borrower or any of its
Subsidiaries are owned, leased or operated by the Borrower and its Subsidiaries
in material compliance with all Environmental Laws;


                           (b)        there are no pending or threatened, and
to Borrower’s knowledge, there have been no past, continuing (i) claims,
complaints, notices or inquiries to, or requests for information received by,
the Borrower or any of its Subsidiaries with respect to any alleged violation
of any Environmental Law, that, singly or in the aggregate, have or may
reasonably be expected to have a Material Adverse Effect, or (ii) claims,
complaints, notices or inquiries to, or requests for information received by,
the Borrower or any of its Subsidiaries regarding potential liability under any
Environmental Law or under any common law theories relating to operations or
the condition of any facilities or property (including underlying groundwater)
owned, leased or operated by the Borrower and its Subsidiaries that, singly or
in the aggregate, have, or may reasonably be expected to have, a Material
Adverse Effect;


                           (c)         there have been no Releases of
Hazardous Materials at, on or under any property now or previously owned or
leased by the Borrower or any of its Subsidiaries that, singly or in the
aggregate, have, or may reasonably be expected to have, a Material Adverse
Effect;


                           (d)        the Borrower and its Subsidiaries have
been issued and are in material compliance with all permits, certificates,
approvals, licenses and other authorizations relating to environmental matters
and necessary or desirable for their businesses;


                           (e)         no property now or previously owned,
leased or operated by the Borrower or any of its Subsidiaries is listed or
proposed for listing on the National Priorities List pursuant to CERCLA, or, to
the extent that such listing may, singly or in the aggregate, have, or may
reasonably be expected to have, a Material Adverse Effect, on the CERCLIS or on
any other federal or state list of sites requiring investigation or clean-up;


                           (f)         there are no underground storage tanks,
active or abandoned, including petroleum storage tanks, on or under any
property now or previously owned, leased or operated by the Borrower or any of
its Subsidiaries that, singly or in the aggregate, have, or may reasonably be
expected to have, a Material Adverse Effect;


                           (g)        none of the Borrower or any of its
Subsidiaries has directly transported or directly arranged for the
transportation of any Hazardous Material to any location which is listed or
proposed for listing on the National Priorities List pursuant to CERCLA, or, to
the extent that such listing may, singly or in the aggregate, have, or may
reasonably be expected to have a Material Adverse Effect, on the CERCLIS or on
any federal or state list or which is the subject of federal, state or local
enforcement actions or other investigations which may lead to material claims
against the Borrower or any of its Subsidiaries for any remedial work, damage
to natural resources or personal injury, including claims under CERCLA;


                           (h)        there are no polychlorinated biphenyls,
radioactive materials or friable asbestos present at any property now or
previously owned or leased by the Borrower or any of its Subsidiaries that,
singly or in the aggregate, have, or may reasonably be expected to have, a
Material Adverse Effect; and


                           (i)          no condition exists at, on or under
any property now or previously owned or leased by the Borrower or any of its
Subsidiaries which, with the passage of time, or the giving of notice or both,
would give rise to material liability under any Environmental Law that, singly
or in the aggregate have, or may reasonably be expected to have, a Material
Adverse Effect.


             SECTION 6.17 Regulations T, U and X.  The Borrower is not engaged and will not
engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock, and no proceeds of any Loans will be used
for a purpose which violates, or would be inconsistent with, F.R.S. Board
Regulation T, U or X.  Terms for which
meanings are provided in F.R.S. Board Regulation T, U or X or any regulations
substituted therefor, as from time to time in effect, are used in this Section
with such meanings.  As of the Effective
Date, the Borrower does not own any Margin Stock.


             SECTION 6.18 Accuracy of Information.  All factual information heretofore or
contemporaneously furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender will be, true and accurate in all material
respects on the date as of which such information is dated or certified and as
of the date of execution and delivery of this Agreement by the Administrative
Agent and such Lender, and such information is not, or shall not be, as the case
may be, incomplete by omitting to state any material fact necessary to make
such information not misleading.  All
estimates and projections delivered to the Administrative Agent or any Lender
are or will be based upon information that was available at such time and
believed to be correct and upon assumptions believed to be reasonable;
however  the Borrower does not warrant
that such estimates and projections will ultimately prove to have been
accurate.


             SECTION 6.19 Default.  No
Default or Event of Default has occurred and is continuing.


             SECTION 6.20 Acquisition Contracts.  True and complete copies of the Acquisition
Contracts have been delivered to the Administrative Agent, together with all
amendments thereto.  With respect to the
Acquisition Contracts, (i) the representations and warranties set forth therein
by the Borrower are true and correct in all material respects as of the
Effective Date, and to the Borrower’s knowledge, the representations and
warranties made by Vendors (as defined therein) are true and correct in all
material respects as of the Effective Date and (ii) none of the Borrower or, to
the Borrower’s knowledge, Vendors are in default in any material respect under
any obligation set forth in the Acquisition Contracts.  The Acquisition Contracts are in full force
and effect and no consent or approval by any shareholders of the Borrower, any
governmental entity or any other Person is required to consummate the
transactions contemplated thereby that has not been obtained by the Borrower or
the Vendors as therein defined.  On the
Effective Date, all conditions precedent under the Acquisition Contracts to the
parties’ obligations to consummate the Canadian Acquisition have been satisfied
in all material respects, and concurrently with the initial funding of Loans
hereunder, the Canadian Acquisition shall have been consummated in material
compliance with applicable requirements of law.


             SECTION 6.21 Boldman Plant; Other Plants.  All assets of the Borrower maintained on the
Lands as defined in the Boldman Mortgage, including, without limitation, the
Boldman Extraction Plant, (i) constitute “Goods” as defined in Article 9 of the
U.C.C., (ii) are not affixed to the Land and are considered mobile Goods, and
(iii) may be moved from the Lands to another location and reinstalled
without extraordinary cost and effort.


             SECTION 6.22 Oil and Gas Reserves.  The Borrower and each Subsidiary is and will
hereafter be, in all material respects, the owner of the Hydrocarbon Interests
that it purports to own from time to time in and under its Oil and Gas
Properties, together with the right to produce the same.  The Hydrocarbon Interests are not subject to
any Lien other than Permitted Liens. 
All Oil and Gas have been and will hereafter be produced, sold and
delivered in accordance in all material respects with all applicable laws and
regulations; each of the Borrower and its Subsidiaries has complied in all
material respects and will hereafter use commercially reasonable efforts to
comply with all material terms of each oil, gas and mineral lease comprising
its Hydrocarbon Interests; and all such oil, gas and mineral leases have been
and will hereafter be maintained in full force and effect; provided, however
that nothing in this Section 6.22 shall prevent the Borrower or its
Subsidiaries from (i) selling or otherwise disposing of assets as permitted by
Section 7.2.9 or (ii) abandoning any well or forfeiting, surrendering,
releasing or defaulting under any lease in the ordinary course of business and
which, in the opinion of the Borrower or its Subsidiaries, is in its best
interest, provided that the Borrower and its Subsidiaries is and will hereafter
be in compliance with all obligations hereunder.  To the best of the knowledge of the Borrower all agreements
pursuant to which Borrower and its Subsidiaries own their Hydrocarbon Interests
are and will hereafter be enforceable in all material respects in accordance
with their terms except as such may be modified by applicable bankruptcy law or
an order of a court in equity.


             SECTION 6.23 Initial Reserve Report.  The Borrower has heretofore delivered to the
Administrative Agent a true and complete copy of the Initial Reserve Report
covering certain of the Borrower’s Oil and Gas Properties located in Canada,
Michigan, New Mexico, and Colorado relating to an evaluation of the Oil and Gas
attributable to certain of the Oil and Gas Properties described therein.  To the best knowledge of the Borrower, (i)
the assumptions stated or used in the preparation of the Initial Reserve Report
are reasonable, (ii) all information furnished by the Borrower to the
Independent Engineer for use in the preparation of the Initial Reserve Report
was accurate in all material respects and (iii) there has been no material
adverse change in the amount of the estimated Oil and Gas shown in the Initial
Reserve Report since the date thereof, except for changes which have occurred
as a result of production in the ordinary course of business.


ARTICLE VII

COVENANTS


             SECTION 7.1   Affirmative Covenants.  The Borrower agrees with the Administrative
Agent and each Lender that, until all Commitments have terminated and all
Obligations have been paid and performed in full, the Borrower will perform the
obligations set forth in this Section 7.1.


             SECTION 7.1.1              Financial Information, Reports,
Notices, etc.  The Borrower will
furnish, or will cause to be furnished, to the Administrative Agent sufficient
copies of the following financial statements, reports, notices and information
to provide one to each Lender:


                           (a)         as soon as available and in any event
within (i) (A) 30 days after the end of each month (other than
December), and (B) within 45 days after the end of each December, a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end
of such month and consolidated statements of earnings and cash flow of the
Borrower and its Subsidiaries for such month and for the period commencing at
the end of the previous Fiscal Year and ending with the end of such month,
certified by the Chief Financial Officer of the Borrower (ii) within 45
days after the end of each of the first three quarters of each year, the
Borrower’s form 10–Q for such quarter, in each case together with a
report, in form and substance satisfactory to the Administrative Agent and the
Required Lenders, reconciling the Borrower’s and its Subsidiaries’ actual
performance to the most recent budgets and forecasts delivered pursuant to Section 5.1.10
or Section 7.1.1(h)(i) or (ii), as the case may be,
certified by the Chief Financial Officer of the Borrower and containing an
explanation in reasonable detail for any significant negative variances;


                           (b)        as soon as available and in any event
within 90 days after the end of each Fiscal Year of the Borrower, a copy of the
annual audit report for such Fiscal Year for the Borrower and its Subsidiaries,
including therein consolidated balance sheets of the Borrower and its
Subsidiaries as of the end of such Fiscal Year and consolidated statements of
earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal
Year, certified (without any “going concern” or other qualification) in a
manner acceptable to the Administrative Agent and the Required Lenders by
PriceWaterhouseCoopers LLP or other independent public accountants acceptable
to the Administrative Agent and the Required Lenders, together with
certificates from such accountants containing (x) a report on management’s
assertion about compliance (together with management’s computation of, and
showing compliance) with each of the financial ratios and restrictions
contained in Section 7.2.4 and (y) to the effect that, in making
the examination necessary for the signing of such annual report by such
accountants, they have not become aware of any Default or Event of Default that
has occurred and is continuing, or, if they have become aware of such Default
or Event of Default, describing such Default or Event of Default and the steps,
if any, being taken to cure it; timely delivery of the Borrower’s Form 10-K
pursuant to clause (f) below shall be deemed to satisfy this clause (b).


                           (c)         as soon as available and in any event
within 45 days after the end of each month, a certificate in the form of Exhibit F,
executed by the chief financial officer of the Borrower, showing (in reasonable
detail and with appropriate calculations and computations in all respects
satisfactory to the Administrative Agent) compliance with the financial
covenants set forth in Section 7.2.4 and setting forth such information
as is required in such form;


                           (d)        as soon as possible and in any event
within three Business Days after the Borrower obtains knowledge of the
occurrence of each Default, a statement of the chief financial officer of the
Borrower setting forth details of such Default and the action which the
Borrower has taken and proposes to take with respect thereto;


                           (e)         as soon as possible and in any event
within three (3) Business Days after the Borrower obtains knowledge of any of
the following if it could reasonably be expected to result in a Material
Adverse Effect if adversely determined: (i) the occurrence of any adverse
development with respect to any litigation, action, proceeding, or labor
controversy described in Section 6.7, (ii) the commencement of any labor
controversy, litigation, action, proceeding of the type described in Section 6.7,
notice thereof and copies of all documentation relating thereto, (iii) any
adverse development involving, or material default by any party under, or
breach by any party of any material contract or agreement to which the Borrower
or any Subsidiary is a party or by which it is bound, or (iv) any dispute,
litigation, investigation, proceeding or suspension between the Borrower or any
Subsidiary and any Governmental Authority;


                           (f)         promptly after the sending or filing
thereof, copies of all reports which the Borrower sends to any of its security
holders, and all reports and registration statements (without exhibits) which
the Borrower or any of its Subsidiaries files with the Securities and Exchange
Commission or any national securities exchange;


                           (g)        within three (3) Business Days upon
becoming aware of the institution of any steps by the Borrower or any other
Person to terminate any Pension Plan, or the failure to make a required
contribution to any Pension Plan if such failure is sufficient to give rise to
a Lien under section 302(f) of ERISA, or the taking of any action with respect
to a Pension Plan which could result in the requirement that the Borrower
furnish a bond or other security to the PBGC or such Pension Plan, or the
occurrence of any event with respect to any Pension Plan which could result in
the incurrence by the Borrower of any material liability, fine or penalty, or
any material increase in the contingent liability of the Borrower with respect
to any post-retirement Welfare Plan benefit, notice thereof and copies of all
documentation relating thereto;


                           (h)        (i) annually, on or before
March 31 of each year and (ii) promptly upon request of the
Administrative Agent or the Required Lenders (which requests may not be more
frequent than once each quarter), a budget for the year commencing the
preceding January 1 and a five-year forecast for the Borrower and its
Subsidiaries in form and substance satisfactory to the Administrative Agent and
the Required Lenders and consistent with the budget and projections delivered
pursuant to Section 5.1.10 and based upon information that is then
currently available and believed to be correct and upon assumptions believed to
be reasonable;


                           (i)          The Borrower shall deliver to the Administrative
Agent, promptly upon sending or receipt, copies of any and all management
letters and correspondence relating to management letters, sent or received by
the Borrower or any of its Subsidiaries to or from PriceWaterhouseCoopers LLP
or other independent public accountants acceptable to the Administrative Agent
and the Required Lenders;


                           (j)          As soon as available, but not later
than 60 days after the close of each of the first three Fiscal Quarters of each
year, beginning with the Fiscal Quarter ending September 30, 2001, and not
later than 90 days after the close of each Fiscal Quarter ending on December
31, a Quarterly Status Report as of the last day of the immediately preceding
quarter;


                           (k)         On or before April 1, effective as of
January 1, of each year during the term of this Agreement, a Reserve Report
prepared by an independent petroleum engineer acceptable to the Required
Lenders (the “Independent Engineer”);


                           (l)          promptly upon the request of the
Administrative Agent, such copies of all geological, engineering and related
data contained in the Borrower’s files or readily accessible to the Borrower
relating to its and its Subsidiaries’ Oil and Gas Properties as may reasonably
be requested; and


                           (m)        such other information respecting the
condition or operations, financial or otherwise, or properties or assets of the
Borrower or any of its Subsidiaries as any Lender through the Administrative
Agent may from time to time reasonably request in writing.


             SECTION 7.1.2              Compliance with Laws, etc.  The Borrower will, and will cause each of
its Subsidiaries to, comply in all material respects with all applicable laws,
rules, regulations and orders (including Environmental Laws), such compliance
to include, without limitation, (a) the maintenance and preservation of
its corporate, partnership or limited liability company existence and
qualification as a foreign corporation, partnership or limited liability
company; and (b) the payment, before the same become delinquent, of all taxes,
assessments and governmental charges imposed upon it or upon its property
except to the extent being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books.


             SECTION 7.1.3              Maintenance of Properties.  The Borrower will, and will cause each of
its Subsidiaries to, maintain, preserve, protect and keep its properties in
good repair, working order and condition in all material respects, and make
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times
unless the Borrower determines in good faith that the continued maintenance of
any of its properties is no longer economical.


             SECTION 7.1.4              Use of Proceeds. 
The proceeds of the Loans under Revolving Facility A and the proceeds of
the Term Loans shall be used to refinance existing indebtedness of the Borrower
under the Existing Credit Agreement and for general corporate purposes and
working capital purposes of the Borrower and its Subsidiaries.  The proceeds of the Loans under Revolving
Facility A, Revolving Facility B and the proceeds of the Term Loans may be used
(i) to make the Intercompany Loan to MarkWest Canada Co. to be used to pay the
cash portion of the purchase price for the Target Companies pursuant to the
Acquisition Documents; (ii) to pay fees and expenses incurred in connection
with the acquisitions under the Acquisition Documents; and (iii) to provide for
working capital and other general corporate purposes of MarkWest Canada Co.


             SECTION 7.1.5              Insurance. 
The Borrower will, and will cause each of its Subsidiaries to, maintain
or cause to be maintained with responsible insurance companies insurance with
respect to its properties and business (including business interruption
insurance) against such casualties and contingencies and of such types and in
such amounts as is customary in the case of similar businesses and which is
satisfactory to the Administrative Agent and the Required Lenders and will (i)
furnish to the Administrative Agent on each anniversary of the Effective Date a
certificate or certificates of insurance from Borrower’s insurance companies
evidencing the existence of all insurance required to be maintained by the Borrower
by this Agreement and the other Loan Documents and that Administrative Agent is
listed as additional insured and sole loss payee and (ii) upon request of the
Administrative Agent, furnish to each Lender at reasonable intervals a
certificate of an Authorized Officer of the Borrower setting forth the nature
and extent of all insurance maintained by the Borrower and its Subsidiaries in
accordance with this Section.


                           Except
as the Administrative Agent may otherwise consent to in writing, Borrower will,
and will cause each of its Subsidiaries to, forthwith upon receipt, transmit
and deliver to the Administrative Agent, in the form received, all cash,
checks, drafts, chattel paper and other instruments or writings for the payment
of money (properly endorsed, where required, so that such items may be
collected by the Administrative Agent) which may be received by the Borrower at
any time in full or partial payment of amounts due under any insurance
policy.  Except as the Administrative
Agent may otherwise consent in writing, any such items which may be received by
the Borrower will not be commingled with any other of its funds or property,
but will be held separate and apart from its own funds or property and upon
express trust for the Administrative Agent until delivery is made to the
Administrative Agent.  Borrower will
comply with the terms and conditions of any consent given by the Administrative
Agent pursuant to the provisions of this paragraph.


                           All
items or amounts which are delivered by the Borrower or by any insurance
company to the Administrative Agent on account of partial or full payment of
amounts due under any insurance policy shall be deposited to the credit of a
deposit account (herein called the “Insurance Deposit Account”) of the
Borrower with the Administrative Agent, as security for payment of the
Obligations.  Borrower shall have no
right to withdraw any funds deposited in the Insurance Deposit Account.  Administrative Agent will apply all or any
of the then balance in the Insurance Deposit Account toward payment of the
Obligations, in such order of application as the Administrative Agent may
determine.  Administrative Agent may,
from time to time, in its reasonable discretion and with the consent of the
Required Lenders, release all or any of such balance representing collected
funds to the Borrower.  Administrative
Agent is authorized to endorse, in the name of the Borrower, any item,
howsoever received by the Administrative Agent, representing any payment under
any insurance policy.


             SECTION 7.1.6              Books and Records.  The Borrower will, and will cause each of its Subsidiaries to,
keep books and records which accurately reflect all of its business affairs and
transactions and permit the Administrative Agent and each Lender or any of
their respective representatives, at reasonable times and intervals, to visit
all of its offices and properties, to discuss its financial matters with its
officers and independent public accountant (and the Borrower hereby authorizes
such independent public accountant to discuss the Borrower’s financial matters
with each Lender or its representatives with a representative of the Borrower
present) and to examine (and, at the expense of the Borrower, photocopy
extracts from) any of its books or other corporate records.  The Borrower shall pay any fees of such
independent public accountant incurred in connection with the Administrative
Agent’s or any Lender’s exercise of its rights pursuant to this Section.


             SECTION 7.1.7              Environmental Covenant.  The Borrower will, and will cause each of
its Subsidiaries to, (a) use and operate all of its facilities and
properties in material compliance with all Environmental Laws, keep all
necessary permits, approvals, certificates, licenses and other authorizations
relating to environmental matters in effect and remain in material compliance
therewith, and handle all Hazardous Materials in material compliance with all
applicable Environmental Laws; and (b) provide such information and
certifications which the Administrative Agent may reasonably request from time
to time to evidence compliance with this Section 7.1.7; provided
that neither the Administrative Agent nor any Lender shall have any obligation
to make any inquiries pursuant to this Section 7.1.7.


             SECTION 7.1.8              Further Assurances; Additional
Collateral.  (a) The Borrower
shall cause each Domestic Subsidiary, from time to time, to become an Obligor
with respect to, and jointly and severally liable with all other Obligors for,
all the Obligations under this Agreement and the Notes and the other Loan
Documents by promptly executing and delivering to the Lenders a Guaranty
substantially in the form of Exhibit G hereto, with appropriate
insertions, and by causing such Domestic Subsidiary’s, as the case may be,
capital stock, partnership, joint venture or membership interest to be pledged
pursuant to a pledge agreement in form satisfactory to the Administrative
Agent.


                           (b)        The Borrower shall and shall cause its
Subsidiaries to take such actions and to execute and deliver such documents and
instruments as the Administrative Agent shall require to ensure that the
Administrative Agent on behalf of the Lenders shall, at all times, have
received currently effective duly executed Loan Documents encumbering
substantially all of the Borrower’s and its Domestic Subsidiaries’ assets,
including (i) 100% of the stock or other equity interest in each Domestic
Subsidiary, and 65% of the stock or other equity interest in each Foreign
Subsidiary, (ii) 85% of the total value of all of the Borrower’s and its
Domestic Subsidiaries’ Oil and Gas Properties evaluated in the most recent
Reserve Report, and (iii) all of the Borrower’s and its Domestic Subsidiaries’
other material assets and properties, both tangible and intangible, both
personal and real, other than assets encumbered by Liens permitted by Section
7.2.3(q) , (r) and (s).


                           (c)         (i)          In
connection with the actions required pursuant to the foregoing subsections (a)
and (b), the Borrower shall and shall cause its Subsidiaries to execute
and deliver such stock certificates, blank stock powers, evidence of corporate
authorization, opinions of counsel, current valuations, evidence of title,
title opinions, title insurance and other documents, and shall use commercially
reasonable efforts to obtain landlord and mortgagee waivers and third party
consents, as shall be requested by the Administrative Agent, in each case in
form and substance satisfactory to the Administrative Agent.


                                        (ii)         On or before the delivery of each
Reserve Report required by Section 7.1.1(k), the Borrower shall deliver
to the Administrative Agent such title information as the Administrative Agent
may require setting forth the status of title acceptable to the Administrative
Agent covering enough of the Oil and Gas Properties included in such Reserve
Report so that the Administrative Agent shall have received, together with the
title information previously delivered to the Administrative Agent,
satisfactory title information on at least 85% of the value of the Company’s
and its Subsidiaries’ Oil and Gas Properties included in such Reserve Reports.


                           (d)        The liens required by this Section
7.1.7 shall be first priority perfected liens in favor of the
Administrative Agent, subject to no other liens except Permitted Liens.  If the Administrative Agent shall determine
that, as of any date, the Borrower shall have failed to comply with this Section
7.1.7, the Administrative Agent may (and at the direction of the Required
Lenders, shall) notify the Borrower in writing of such failure and, within 30 days
from and after receipt of such written notice by the Borrower, the Borrower
shall execute and deliver to the Administrative Agent supplemental or
additional Loan Documents, in form and substance satisfactory to the
Administrative Agent and its counsel, securing payment of the Notes and the
other Obligations and covering additional assets and properties not then
encumbered by any Loan Documents (together with such current valuations,
engineering reports, appraisals, and title opinions or insurance applicable to
the additional assets and properties collaterally assigned, as may be requested
by the Administrative Agent, each of which shall be in form and substance
satisfactory to the Administrative Agent) such that the Administrative Agent
shall have received currently effective duly executed and perfected Collateral
Documents encumbering substantially all of the material assets and properties
of the Borrower and its Domestic Subsidiaries as required by Section
7.1.8(b).


             SECTION 7.1.9              Compliance with Hedging
Policy; Hedging Agreements.  (a)
Attached hereto as Exhibit I is a copy of the Borrower’s hedging policy (the “Hedging
Policy”).  Borrower shall at all
times comply in all material respects with, and perform any and all obligations
and actions set forth in, the terms and provisions of the Hedging Policy.  No changes shall be made to the Hedging
Policy except in compliance with Section 7.2.1.


                           (b)        Within five (5) Business Days after the
Effective Date, the Borrower shall enter into commodity price protection
agreements containing terms, and with counterparties, satisfactory to the
Administrative Agent, covering volumes of not less than 70% of the reasonably
estimated projected production of the Borrower’s and its Subsidiaries’ Canadian
Oil and Gas Properties, as determined by reference to the Initial Reserve
Reports, during the period from the Effective Date and ending on
December 31, 2004.  The Borrower
shall maintain the hedged position required by this Section 7.1.9(b)
during the period and in accordance with the terms specified herein.


             SECTION 7.1.10            Hedging Agreements.  Borrower shall, and shall cause each of its Subsidiaries to, (i)
as soon as available and in any event within (A) 30 days after the end of
each month (other than December), and (B) within 45 days after the end of
each December, deliver to the Administrative Agent a summary of all existing
Hedging Agreement entered into by Borrower or any of its Subsidiaries,
including, without limitation, the amount of the Hedging Obligation, the quantity
of hedged volumes and the hedged price relating to each such Hedging Agreement,
and the Counterparty for each such Hedging Agreement, and (ii) at the
request of the Administrative Agent, provide the Administrative Agent with a
copy of such Hedging Agreement, any related confirmations and/or any similar
documentation for each such Hedging Agreement.


             SECTION 7.1.11            Performance of Obligations.  The Borrower shall (and shall cause its
Subsidiaries to, comply in all material respects with all of its (and their)
obligations under all material contracts including, but not limited to,
contracts relating to the properties of the Borrower or its Subsidiaries or by
which the Borrower (or such Subsidiaries, as applicable) are bound.


             SECTION 7.1.12            Payment of Taxes and Claims.  The Borrower will and will cause each of its
Subsidiaries to file all tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns
and all other taxes, assessments, governmental charges, or levies imposed on
them or any of their properties, assets, income or franchises, to the extent
such taxes and assessments have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of the Borrower or any
Subsidiary, provided that neither the Borrower nor any Subsidiary need
pay any such tax or assessment or claims if (i) the amount, applicability or
validity thereof is contested by the Borrower or such Subsidiary on a timely
basis in good faith and in appropriate proceedings, and the Borrower or a
Subsidiary has established adequate reserves therefor in accordance with GAAP
on the books of the Borrower or such Subsidiary or (ii) the nonpayment of all
such taxes and assessments in the aggregate could not reasonably be expected to
have a Material Adverse Effect.


             SECTION 7.1.13            ERISA Information and Compliance.  The Borrower will promptly furnish and will
cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the
Administrative Agent (i) promptly after the filing thereof with the United
States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of
each annual and other report with respect to each Plan or any trust created
thereunder, (ii) immediately upon becoming aware of the occurrence of any ERISA
Event or of any “prohibited transaction,” as described in section 406 of ERISA
or in section 4975 of the Code, in connection with any Plan or any trust
created thereunder, a written notice signed by a Authorized Officer specifying
the nature thereof, what action the Borrower, the Subsidiary or the ERISA
Affiliate is taking or proposes to take with respect thereto, and, when known,
any action taken or proposed by the Internal Revenue Service, the Department of
Labor or the PBGC with respect thereto, and (iii) immediately upon receipt
thereof, copies of any notice of the PBGC’s intention to terminate or to have a
trustee appointed to administer any Plan. 
With respect to each Plan (other than a Multiemployer Plan), the
Borrower will, and will cause each Subsidiary and ERISA Affiliate to, (i)
satisfy in full and in a timely manner, without incurring any late payment or
underpayment charge or penalty and without giving rise to any lien, all of the
contribution and funding requirements of section 412 of the Code (determined
without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause
to be paid, to the PBGC in a timely manner, without incurring any late payment
or underpayment charge or penalty, all premiums required pursuant to sections
4006 and 4007 of ERISA.


             SECTION 7.1.14            Merger into MarkWest Canada Co.  Immediately after the Effective Date the
Borrower shall cause the Target Companies to be merged into MarkWest Canada Co.


             SECTION 7.1.15            Certain Collateral Agreements.  The Borrower shall deliver the Post-Closing
Security Documents, properly executed by all parties thereto, promptly upon
request by the Administrative Agent, and in any event not later than sixty
(60) days after the date of execution of this Agreement, together with
such other documents, instruments, title reports and other information of the
type described in Section 7.1.8 as the Administrative Agent may
request.


             SECTION 7.2   Negative Covenants.  The Borrower agrees with the Administrative Agent and each Lender
that, until all Commitments have terminated and all Obligations have been paid
and performed in full, the Borrower will perform the obligations set forth in
this Section 7.2.


             SECTION 7.2.1              Business Activities.  The Borrower will not, and will not permit
any of its Subsidiaries to, engage in any business activity, except those
described in the first recital and such activities as may be
incidental or related thereto; provided that prior to making any material
change after the date hereof in the Borrower’s natural gas, natural gas liquids
and crude oil marketing business or Hedging Policy (including any net open
position), the Borrower will give ten (10) Business Days advance notice to
Administrative Agent and the Lenders.


             SECTION 7.2.2              Indebtedness. 
The Borrower will not, and will not permit any of its Subsidiaries to,
create, incur, assume or suffer to exist or otherwise become or be liable in
respect of any Indebtedness, other than, without duplication, the following:
(a) Indebtedness in respect of the Loans and other Obligations;
(b) Indebtedness under a Canadian Credit Facility; (c) [intentionally
omitted] (d) unsecured Indebtedness incurred in the ordinary course of business
consisting of open accounts extended by suppliers and customers on normal trade
terms in connection with purchases or sales of goods and services, but
excluding Indebtedness incurred through the borrowing of money or Contingent
Liabilities; (e) (i) at any time that a Canadian Facility is not in place,
other Indebtedness of the Borrower and its Domestic Subsidiaries in an
aggregate amount not to exceed $10,000,000, and (ii) at any time that a
Canadian Facility is in place, (A) 
Indebtedness of the Borrower’s Canadian Subsidiaries in an aggregate
principal amount not greater than the Canadian Ratio times $10,000,000,
and (B) Indebtedness of the Borrower and its Domestic Subsidiaries which, when
aggregated with the principal amount of Indebtedness outstanding pursuant to
the preceding clause (A), does not exceed $10,000,000 at any time outstanding;
(f) Indebtedness by a Subsidiary to the Borrower or to another Subsidiary
provided such Indebtedness is evidenced by a promissory note; (g) Indebtedness
resulting from any Hedging Obligations; (h) Indebtedness arising in
respect of the West Shore/Basin Purchase Agreement; and (i) payments pursuant
to the Incentive Payments Agreement; provided, however,
notwithstanding the foregoing, that the Borrower will not, and will not permit
any of its Subsidiaries to, create, incur, assume or otherwise become or be
liable in respect of any additional Indebtedness otherwise permitted by clauses
(e) or (i) if, after giving effect to the incurrence thereof, any Default
shall have occurred and be continuing.


             SECTION 7.2.3              Liens.  The
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Lien upon any of its property, revenues or
assets, whether now owned or hereafter acquired, except the following (“Permitted
Liens”):


                           (a)         Liens in existence on the date hereof
listed on the Disclosure Schedule, provided that no such Lien shall be extended
to cover any additional property after the date of this Agreement and that the
amount of Indebtedness secured thereby is not increased;


                           (b)        Liens securing payment of the
Obligations, granted pursuant to any Loan Document;


                           (c)         Liens securing a Canadian Credit
Facility, subject to execution of an intercreditor agreement among such lenders
and the Lenders hereunder (an “Intercreditor Agreement”);


                           (d)        Liens
in favor of a Lender or an Affiliate of Lender on assets of Canadian
Subsidiaries of the Borrower securing Lender Hedging Agreements to which a
Canadian Subsidiary of the Borrower is a party, which Liens shall be, after a
Canadian Credit Facility is put in place, subject to the Intercreditor
Agreement;


                           (e)         Liens for taxes, assessments or other
governmental charges or levies not at the time delinquent or thereafter payable
without penalty or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books;


                           (f)         Liens of carriers, warehousemen,
mechanics, materialmen, landlords and other similar statutory or equitable
Liens incurred in the ordinary course of business for sums not overdue or being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books;


                           (g)        Liens incurred in the ordinary course of
business in connection with workmen’s compensation, unemployment insurance or
other forms of governmental insurance or benefits, or to secure performance of
tenders, statutory obligations, leases and contracts (other than for borrowed
money) entered into in the ordinary course of business or to secure obligations
on surety or appeal bonds, in each case as such Liens arise in the ordinary
cause of business and in each case provided that the obligations secured
thereby are not at the time delinquent or thereafter payable without penalty or
being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on
its books;


                           (h)        judgment Liens which do not constitute
an Event of Default that are in existence less than 30 days after the entry
thereof or with respect to which execution has been stayed or the payment of
which is covered in full (subject to a customary deductible) by insurance
maintained with responsible insurance companies;


                           (i)          hydrocarbon or natural gas sales
contracts liens reserved in customary oil and gas leases for bonus or rental
payments, royalties, overriding royalties and joint operating agreements,
provided that such Liens secure claims which either are not delinquent or are
being contested in good faith by the Borrower or a Subsidiary by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books;


                           (j)          covenants, restrictions, easements,
servitudes, permits, conditions, exceptions, reservations, minor rights, minor
encumbrances, minor irregularities in title or conventional rights of
reassignment prior to abandonment which do not materially interfere with the
occupation, use and enjoyment by the Borrower or any of its Subsidiaries of its
respective assets in the ordinary course of business as presently conducted, or
materially impair the value thereof for the purpose of such business;


                           (k)         Liens reserved in or exercisable under
any lease or sublease to which any Borrower or Subsidiary is a lessee which
secure the payment of rent or compliance with the terms of such lease or
sublease; provided that the rent under such lease or sublease is not then
overdue and the Borrower or Subsidiary is in material compliance with the terms
and conditions thereof;


                           (l)          Liens in favor of any Person (other
than the Borrower or any Affiliate of the Borrower) under any pooling, unit,
development, farmout, participation, overriding royalty, net profits interest,
carried interest, reversionary interest, operating agreement or similar
agreement affecting the property which is the subject of such agreement,
provided that (i) such agreement is entered into in the ordinary course of
business in accordance with standard industry practice, (ii) such Liens have
not become subject to enforcement proceeding that have not been dismissed or
stayed or (iii) the obligations secured thereby are not overdue, or if overdue,
are being contested by the Borrower or Subsidiary diligently and in good faith
by appropriate proceedings and for which adequate reserves in accordance with
GAAP shall have been set aside on its books;


                           (m)        Liens incurred or created in the
ordinary course of business and in accordance with customary oil and gas
industry practice as security in favor of a Person (other than the Borrower or
any Affiliate of the Borrower) conducting the development or operation of any
Oil and Gas Properties or to secure Borrower’s or any Subsidiary’s
proportionate share of costs and expenses of such development or operations,
which amounts are not overdue, or if overdue, are being contested by the
Borrower or Subsidiary diligently and in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books;


                           (n)        Liens on Oil and Gas or the proceeds of
Oil and Gas pursuant to a processing or transmission arrangement, with a Person
other than the Borrower or an Affiliate of the Borrower, entered into or
assumed by the Borrower or a Subsidiary in the ordinary course of its business,
securing the payment of its obligations in respect of the fees, costs and
expenses attributable to the processing or transmission (as the case may be) of
any such Oil and Gas under any agreement or arrangement; provided that the
obligations secured thereby are not overdue, are being contested by the
Borrower or Subsidiary diligently and in good faith by appropriate proceedings;
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books;


                           (o)        any interest or title of a lessor under
any lease entered into by the Borrower or any Subsidiary in the ordinary course
of its business and covering only the assets so leased;


                           (p)        Liens incurred in the ordinary course of
business in connection with margin requirements under Hedging Agreements not to
exceed in the aggregate $8,500,000 at any time outstanding;


                           (q)        Liens securing Capitalized Lease
Obligations provided that such Capitalized Lease Obligations are permitted
under Section 7.2.2(e);


                           (r)         Purchase money Liens upon or in any
property acquired by Borrower or any of its Subsidiaries to secure the deferred
portion of the purchase price of such property or to secure Indebtedness
incurred to finance the acquisition of such property, provided that
(i) no such Lien shall be extended to cover property other than the property
being acquired, and (ii) the Indebtedness thereby secured is permitted by Section
7.2.2(e); and


                           (s)         any Lien existing on any asset (other
than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a
Subsidiary, and not created in contemplation of such acquisition, provided
that (i) no such Lien shall be extended to cover property other than the
asset being acquired, (ii) such Lien was not created in contemplation of or in
connection with such acquisition, (iii) the Indebtedness thereby secured is
permitted by Section 7.2.2(e), and (iv) the fair market value of such
asset shall at no time exceed 150% of the Indebtedness thereby secured.


             SECTION 7.2.4              Financial Covenants.  The Borrower will not permit:


                           (a)         As of the end of any calendar month,
its Tangible Net Worth to be less than $51,800,000 plus 50% of
Consolidated Net Income of the Borrower and its Subsidiaries, if positive, for
the period from July 1, 2001 through such month-end date plus 75% of the
aggregate increases in shareholders’ equity (determined in accordance with
GAAP) of the Borrower and its subsidiaries after Closing by reason of the
issuance and sale of capital stock of the Borrower (including the conversion of
any debt securities of the Borrower into capital stock).


                           (b)        Its Current Ratio to be less than 1:1 as
of the end of any calendar month.


                           (c)         Its Leverage Ratio to be greater than
the amounts set forth below as of the last day of each month ending during the
following periods:





	Maximum Leverage
  Ratio	As of the Last Date
  of 

  each Month Ending During 

  the Period Set Forth Below
	

	


	3.75	Closing through
  12/31/01
	 	 
	3.50	1/31/02 through
  3/31/02
	 	 
	3.25	4/30/02 through
  6/30/02
	 	 
	3.00	7/31/02 and
  thereafter






                           (d)        Its Fixed Charge Coverage Ratio to be
less than the amounts set forth below as of the last day of each month ending
during the following periods:





 


	Minimum
  Fixed Charge 

  Coverage Ratio	As
  of the Last Date of 

  each Month Ending During 

  the Period Set Forth Below
	

	


	1.50	Closing
  - 3/31/02
	 	 
	1.75	4/30/02
  - 3/31/03
	 	 
	2.00	4/30/03
  - 3/31/04
	 	 
	2.25	4/30/04
  and thereafter






             SECTION 7.2.5              Investments. 
(a) The Borrower will not, and will not permit any of its Subsidiaries
to, make, incur, assume or suffer to exist any Investment in any other Person,
except: (i) Investments existing on the Effective Date and identified in Item
7.2.5(a) (“Ongoing Investments”) of the Disclosure Schedule; (ii) Cash
Equivalent Investments; (iii) without duplication, Investments permitted as
Indebtedness pursuant to Section 7.2.2; (iv) Investments permitted by Section
7.2.8; (v) in the ordinary course of business, Investments by the
Borrower or any of its Subsidiaries in any Subsidiaries, by way of
contributions to capital or loans or advances; or (vi) Investments
incurred in order to consummate Acquisitions otherwise permitted herein,
provided that such Acquisition shall have been approved or consented to by the
board of directors or similar governing entity of the Person being acquired;
and (vii) acquisition of not more than 5% of the outstanding equity
securities of any Person (other than the Borrower); provided, however,
that (A) any Investment which when made complies with the requirements of the
definition of the term “Cash Equivalent Investment” may continue to be
held notwithstanding that such Investment if made thereafter would not comply
with such requirements; (B) no Investment otherwise permitted by clause
(vii) shall be permitted to be made if, immediately before or after giving
effect thereto, any Default shall have occurred and be continuing; (C) any
Investment otherwise permitted by clauses (iv), (v), (vi) or (vii) in an entity
engaged in or to be engaged in the natural gas, natural gas liquids or crude
oil or other energy marketing business shall be structured in a manner
acceptable to the Required Lenders; and (D) Investments made after the
consummation of the Canadian Acquisition in Foreign Subsidiaries or in assets
located outside the United States shall not exceed an aggregate amount equal to
ten percent (10%) of the Borrower’s consolidated assets at the time that the
Investment is made.


             SECTION 7.2.6              Restricted Payments, etc.  On and at all times after the Effective
Date, (a) the Borrower will not declare, pay or make any dividend or
distribution (in cash, property or obligations) on any shares of any class of
capital stock (now or hereafter outstanding) of the Borrower or on any
warrants, options or other rights with respect to any shares of any class of
capital stock (now or hereafter outstanding) of the Borrower (other than
dividends or distributions payable in its common stock or warrants to purchase
its common stock or splitups or reclassifications of its stock into additional
or other shares of its common stock) or apply, or permit any of its
Subsidiaries to apply, any of its funds, property or assets to the purchase,
redemption, sinking fund or other retirement of, or agree or permit any of its
Subsidiaries to purchase or redeem, any shares of any class of capital stock
(now or hereafter outstanding) of the Borrower, or warrants, options or other
rights with respect to any shares of any class of capital stock (now or
hereafter outstanding) of the Borrower if the aggregate amount of such
dividends, distributions and applications for the current and the preceding
three Fiscal Quarters exceeds the lesser of (i) 50% of consolidated net income
of the Borrower and its Subsidiaries for the current and the preceding three
Fiscal Quarters or (ii) $2,000,000, provided, however, that,
notwithstanding the foregoing and only with respect to activities required or
permitted under the MarkWest 401(k) Plan, Borrower shall be permitted to
purchase or redeem up to $1 million in the aggregate per annum of shares of any
class of capital stock (now or hereafter outstanding) of the Borrower on the
open-market or held in Borrower’s 401(k), and (b) the Borrower will not,
and will not permit any Subsidiary to, make any deposit for any purchase,
redemption, distribution or other payment that would be prohibited by this
Section.  This Section shall not be
construed so as to prohibit MarkWest Canada Co. from making payments under the
Incentive Payments Agreement.


             SECTION 7.2.7              Rental Obligations.  The Borrower will not, and will not permit any of its
Subsidiaries to, enter into at any time any arrangement (excluding oil and gas
leases entered into in the ordinary course of business and arrangements which
create Capitalized Lease Liabilities permitted under Section 7.2.2) which
involves the leasing by the Borrower or any of its Subsidiaries from any lessor
of any real or personal property (or any interest therein), including, without
limitation, pursuant to any sale-leaseback transaction, except arrangements
which, together with all other such arrangements which shall then be in effect,
will not require the payment of an aggregate amount of rentals by the Borrower
and its Subsidiaries in excess of (excluding escalations resulting from a rise
in the consumer price or similar index) $15,000,000 during the full remaining
term of such arrangements; provided, however, that any
calculation made for purposes of this Section for any period shall exclude any
payments relating to office rentals arising in connection with the Borrower’s
sale of the building located at 155 Inverness in Englewood, Colorado which do
not exceed the sum of (i) $540,000 per Fiscal Year plus the Borrower’s
pro rata share of the amount of the increase in the “operating expenses” for
each Fiscal Year as set forth in the applicable lease; and provided further
that any calculation made for purposes of this Section shall exclude any
amounts required to be expended for maintenance and repairs, insurance, taxes,
assessments, and other similar charges.


             SECTION 7.2.8              Consolidation, Merger, etc.  The Borrower will not, and will not permit
any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge
into or with, any other corporation, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or of any division thereof)
except (a) any such Subsidiary may liquidate or dissolve voluntarily into,
and may merge with and into, the Borrower or any other Subsidiary, provided
that if the Borrower is a party to a merger, the Borrower is the surviving
entity, and the assets or stock of any Subsidiary may be purchased or otherwise
acquired by the Borrower or any other Subsidiary; and (b) so long as no
Default has occurred and is continuing or would occur after giving effect
thereto, in connection with Investments permitted by Section 7.2.5, the
Borrower or any of its Subsidiaries may purchase all or substantially all of
the assets of any Person, or acquire such Person by merger, if the Borrower (if
a party to such merger) or such Subsidiary (if the Borrower is not a party to
such merger) is the survivor of such merger.


             SECTION 7.2.9              Asset Dispositions, etc.  (a) The Borrower will not, and will not
permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
all or any substantial part of its assets (including capital stock of
Subsidiaries) to any Person.


                           (b)        The Borrower will not, and will not
permit any of its Subsidiaries to, sell, convey, contribute or transfer any
asset (including, without limitation, any sale or assignment with or without
recourse of any receivable) except:  (i)
retirement of assets in the ordinary course of business; (ii) the sale,
conveyance, contribution or transfer of any asset or assets having a fair
market value at the time of sale, conveyance, contribution or transfer of
$10,000,000 or less in the aggregate for all such sales, conveyances,
contributions and transfers in any calendar year; (iii) the sale of Oil and Gas
production and inventory in the ordinary course of business, including in
connection with hedge agreements or pursuant to long-term contracts; (iv) any
conveyance or transfer by a Subsidiary of the Borrower to the Borrower, or by a
Subsidiary of the Borrower to a wholly owned Subsidiary of Borrower; (v)
transfers by the Borrower to a Subsidiary permitted by Section 7.2.5;
and (vi) transfers of Hydrocarbon Interests which transfers constitute payments
in kind pursuant to the Incentive Payments Agreement.  The foregoing notwithstanding, the Borrower shall not, nor shall
the Borrower permit any of its Subsidiaries to, transfer any assets, other than
the sale of Oil and Gas production and inventory and payment of trade payables
in the ordinary course of business pursuant to Section 7.2.9(b)(iii), to
any Person pursuant to this Section 7.2.9 if a Default shall have
occurred and be continuing or would otherwise be existing after, or result
from, any such transfer.


             SECTION 7.2.10            Subordinated Debt Documents.  The Borrower will not, and will not permit
any of its Subsidiaries to, amend any Subordinated Debt Document unless
approved in writing by the Required Lenders (other than ministerial amendments
and amendments to extend the time or times for payment).  The Borrower shall not make any payments of
interest or any other amounts in respect of the Subordinated Debt if a Default
shall have occurred and be continuing or would result from such payment.  The Borrower will not prepay any principal,
interest or other indebtedness in respect of Subordinated Debt, or make any
redemption or acquisition for value or defeasance, refinancing or exchange (other
than for PIK Notes) thereof or therefor, or make any payments in contravention
of the Subordination Agreement.  Any PIK
Notes shall have the same terms as the related Subordinated Notes, except as
otherwise approved by the Required Lenders, and shall be considered
Subordinated Notes for purposes of this Agreement and the Subordination
Agreement.


             SECTION 7.2.11            Transactions with Affiliates.  The Borrower will not, and will not permit
any of its Subsidiaries to, enter into, or cause, suffer or permit to exist any
arrangement or contract with any of its other Affiliates unless such
arrangement or contract is fair and equitable to the Borrower or such
Subsidiary and is an arrangement or contract of the kind which would be entered
into by a prudent Person in the position of the Borrower or such Subsidiary
with a Person which is not one of its Affiliates.


             SECTION 7.2.12            Negative Pledges, Restrictive
Agreements, etc.  (a) The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any agreement (excluding this Agreement, any other Loan Document and the
documents governing the Canadian Credit Facility) prohibiting or restricting
the creation or assumption of any Lien upon its properties, revenues or assets,
whether now owned or hereafter acquired, or the ability of the Borrower or any
other Obligor to amend or otherwise modify this Agreement or any other Loan
Document or  the ability of any
Subsidiary to make any payments, directly or indirectly, to the Borrower by way
of dividends, advances, repayments of loans or advances, reimbursements of
management and other intercompany charges, expenses and accruals or other
returns on investments, or any other agreement or arrangement which restricts
the ability of any such Subsidiary to make any payment, directly or indirectly,
to the Borrower.  Notwithstanding the
foregoing, (i) documents governing a Capitalized Lease Liability or a purchase
money Lien permitted by Section 7.2.3(q) and (r) may prohibit
other Liens on the asset encumbered by such Lien, and (ii) the Lenders
acknowledge that certain real estate leases entered into by Borrower or its
Subsidiaries prior to the Effective Date restrict or prohibit Liens on the
Borrower’s or its Subsidiary’s leasehold interest.


                           (b)        The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement governing
Indebtedness if such agreement contains covenants or events of default that are
more restrictive than those contained in this Agreement; provided, however,
that the foregoing restriction shall not apply to the documents governing the
Canadian Credit Facility.


             SECTION 7.2.13            Amendments to Incentive Payments
Agreement.  The Borrower will
not amend or permit any amendment to the Incentive Payments Agreement or any
other agreement which would have the effect of increasing the amount of any
Incentive Payments or making such amounts due sooner, or which could otherwise
have an adverse effect on the Lenders’ interests hereunder.  The Borrower will not permit any of its
Subsidiaries to make any payments (either in cash or in kind) under the
Incentive Payments Agreement after the occurrence of and during the
continuation of any Default hereunder.


             SECTION 7.2.14            Use of Proceeds.  No proceeds of any Loan will be used to acquire any equity
security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934 or any “margin stock”, as defined in Regulation
U except in connection with transactions (i) authorized by the board of
directors of the Borrower, (ii) either (A) authorized by the board of directors
or other governing body of the Person which stock is being acquired or (B)
involving less than 5% of the stock of any Person (except the Borrower) and
(iii) which would not cause the Borrower to fail to be in compliance with Section
6.17 and which would not cause the Loans or the Lenders to be in violation
of Regulation U.


ARTICLE VIII

EVENTS OF DEFAULT


             SECTION 8.1   Listing of Events of Default.  Each of the following events or occurrences
described in this Section 8.1 shall constitute an “Event of Default”.


             SECTION 8.1.1              Non-Payment of Obligations.  The Borrower shall default in the payment or
prepayment when due of any principal of or interest on any Loan, or the
Borrower shall default (and such default shall continue unremedied for a period
of five days) in the payment when due of any Commitment Fee or of any other
Obligation.


             SECTION 8.1.2              Breach of Warranty.  Any representation or warranty of the Borrower or any other
Obligor made or deemed to be made hereunder or in any other Loan Document executed
by it or any other writing or certificate furnished by or on behalf of the
Borrower or any other Obligor to the Administrative Agent or any Lender for the
purposes of or in connection with this Agreement or any such other Loan
Document (including any certificates delivered pursuant to Article V) is
or shall be incorrect when made in any material respect.


             SECTION 8.1.3              Non-Performance of Certain
Covenants and Obligations.  The
Borrower shall default in the due performance and observance of any of its
obligations under Section 7.1.1(d) or Section 7.2 which default
continues unremedied for 10 days.


             SECTION 8.1.4              Non-Performance of Other
Covenants and Obligations.  Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative Agent or
any Lender.


             SECTION 8.1.5              Default under Subordinated
Note Documents or on Other Indebtedness.  (a) The Borrower or any of its Subsidiaries (i) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) in respect of any Indebtedness (other than
Indebtedness  hereunder) having an
aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $3,500,000, or (ii) fails to observe or
perform any other agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event is
to cause, or to permit the holder or holders of such Indebtedness or a trustee
or agent on behalf of such holder or holders to cause, with the giving of
notice if required, such Indebtedness to be demanded or to become due or to be
repurchased or redeemed (automatically or otherwise) prior to its stated
maturity; or (b) an Event of Default occurs as defined in the Canadian
Facility.


             SECTION 8.1.6              Judgments.


                           (a)         Any final judgment or order for the
payment of money in excess of $3,500,000 shall be rendered against the Borrower
or any of its Subsidiaries and either (i) enforcement proceedings shall
have been commenced by any creditor upon such judgment or order; or
(ii) there shall be any period of 15 consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect.


                           (b)        Any non-monetary final judgment shall be
rendered that has, or would reasonably be expected to have, a Material Adverse
Effect and, in either case, (i) enforcement proceedings are commenced by
any creditor upon such judgment or order, or (ii) there is a period of 15
consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect.


             SECTION 8.1.7              Pension Plans. 
Any of the following events shall occur with respect to any Pension Plan
(a) the institution of any steps by the Borrower, any member of its Controlled
Group or any other Person to terminate a Pension Plan if, as a result of such
termination, the Borrower or any such member could be required to make a
contribution to such Pension Plan, or could reasonably expect to incur a
liability or obligation to such Pension Plan, in excess of $3,500,000; or (b) a
contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under section 302(f) of ERISA.


             SECTION 8.1.8              Control of the Borrower.  Any Change in Control shall occur.


             SECTION 8.1.9              Bankruptcy, Insolvency, etc.  The Borrower or any of its Subsidiaries
shall (a) become insolvent or generally fail to pay, or admit in writing
its inability or unwillingness to pay, debts as they become due; (b) apply
for, consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for the Borrower or any of its Subsidiaries or
any property of any thereof, or make a general assignment for the benefit of
creditors; (c) in the absence of such application, consent or
acquiescence, permit or suffer to exist the appointment of a trustee, receiver,
sequestrator or other custodian for the Borrower or any of its Subsidiaries or
for a substantial part of the property of any thereof, and such trustee,
receiver, sequestrator or other custodian shall not be discharged within 60
days, provided that the Borrower, each Subsidiary hereby expressly authorizes
the Administrative Agent and each Lender to appear in any court conducting any
relevant proceeding during such 60-day period to preserve, protect and defend
their rights under the Loan Documents; (d) permit or suffer to exist the
commencement of any bankruptcy, reorganization, debt arrangement or other case
or proceeding under any bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of the Borrower or any of its
Subsidiaries or any other Obligor, and, if any such case or proceeding is not
commenced by the Borrower or such Subsidiary, such case or proceeding shall be
consented to or acquiesced in by the Borrower or such Subsidiary or shall
result in the entry of an order for relief or shall remain for 60 days
undismissed, provided that the Borrower, each Subsidiary hereby expressly
authorizes the Administrative Agent and each Lender to appear in any court
conducting any such case or proceeding during such 60-day period to preserve,
protect and defend their rights under the Loan Documents; or (e) take any
corporate or partnership action authorizing, or in furtherance of, any of the
foregoing.


             SECTION 8.1.10            Impairment of Security, etc.  Except as a direct result of the acts or
omissions of the Administrative Agent or any Lender, any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; the Borrower,
any other Obligor or any other party shall, directly or indirectly, contest in
any manner such effectiveness, validity, binding nature or enforceability; or
for a period of ten days following the earlier of the date the Borrower has
knowledge thereof or the Borrower receives notice from the Administrative Agent
or any Lender thereof, any Lien securing any Obligation shall, in whole or in
part, cease to be a perfected first priority Lien, subject only to those
exceptions expressly permitted by such Loan Document.


             SECTION 8.1.11            Default Under Material Agreement.  The Borrower or any of its Subsidiaries
shall default in or breach the performance or observance of any provision of
any material contract or agreement to which it is a party or it or its property
is bound if such default or breach could result in the opinion of the
Administrative Agent and the Required Lenders in a Material Adverse Effect and
if such default or breach is not cured within 30 days of the Borrower’s
knowledge of such breach or default.


             SECTION 8.1.12            Invalidity of Loan Documents.  Any Loan Document, at any time after its
execution and delivery and for any reason other than the agreement of the
requisite percentage of Lenders or satisfaction in full of all the Obligations,
ceases to be in full force and effect, or is declared by a court of competent
jurisdiction to be null and void, invalid or unenforceable in any respect; or
any Obligor denies that it has any or further liability or obligation under any
Loan Document, or purports to revoke, terminate, rescind or invalidate any Loan
Document in whole or in part.


             SECTION 8.2   Action if Bankruptcy.  If any Event of Default described in clauses
(a) through (d) of Section 8.1.9 shall occur with respect to
the Borrower or any Obligor, the Commitments (if not theretofore terminated)
shall automatically terminate and the outstanding principal amount of all
outstanding Loans and all other Obligations shall automatically be and become
immediately due and payable, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration, notice of any other kind or
demand.


             SECTION 8.3   Action if Other Event of Default.  If any Event of Default (other than any Event
of Default described in clauses (a) through (d) of Section
8.1.9 with respect to the Borrower or any other Obligor) shall occur for
any reason, whether voluntary or involuntary, and be continuing, the
Administrative Agent shall, upon the direction of, or may, with the consent of,
the Required Lenders, by notice to the Borrower (a) declare all or any portion
of the outstanding principal amount of the Loans and other Obligations to be
due and payable and/or the Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without notice of intent to accelerate, notice of
acceleration, notice of any other kind, protest, demand or presentment, and/or,
as the case may be, the Commitments shall terminate; (b) require that the
Borrower Cash Collateralize its Obligations in respect of Letters of Credit in
an amount equal to 110% of the then aggregate Stated Amount of all Letters of
Credit outstanding and undrawn; and (c) exercise on behalf of itself and the
Lenders all rights and remedies available to it and the Lenders under the Loan
Documents or applicable law.


ARTICLE IX

THE AGENT


             SECTION 9.1   Actions.  Each
Lender hereby appoints BofA as its Administrative Agent and Collateral Agent
under and for purposes of this Agreement, the Notes and each other Loan
Document.  Each Lender authorizes the
Administrative Agent to act on behalf of such Lender under this Agreement, the
Notes and each other Loan Document and, in the absence of other written
instructions from the Required Lenders received from time to time by the
Administrative Agent (with respect to which the Administrative Agent agrees
that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel), to exercise such powers hereunder and thereunder
as are specifically delegated to or required of the Administrative Agent by the
terms hereof and thereof, together with such powers as may be reasonably
incidental thereto.  Each Lender hereby
indemnifies (which indemnity shall survive any termination of this Agreement)
the Administrative Agent, pro rata according to such Lender’s
Percentage, from and against any and all liabilities, obligations, losses,
damages, claims, costs or expenses of any kind or nature whatsoever which may
at any time be imposed on, incurred by, or asserted against, the Administrative
Agent in any way relating to or arising out of this Agreement, the Notes and
any other Loan Document, including reasonable attorneys’ fees, and as to which
the Administrative Agent is not reimbursed by the Borrower; whether or not arising out of the negligence of the
Administrative Agent, provided, however, that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have resulted solely
from the Administrative Agent’s gross negligence or wilful misconduct.  The Administrative Agent shall not be
required to take any action hereunder, under the Notes or under any other Loan
Document, or to prosecute or defend any suit in respect of this Agreement, the
Notes or any other Loan Document, unless it is indemnified hereunder to its
satisfaction.  If any indemnity in favor
of the Administrative Agent shall be or become, in the Administrative Agent’s
determination, inadequate, the Administrative Agent may call for additional indemnification
from the Lenders and cease to do the acts indemnified against hereunder until
such additional indemnity is given.


             SECTION 9.2   Funding Reliance, etc.  Unless the Administrative Agent shall have
been notified by telephone, confirmed in writing, by any Lender by 10:30 p.m.,
Central time, on the day of a Borrowing that such Lender will not make
available the amount which would constitute its Percentage of such Borrowing on
the date specified therefor, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent and, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  If and to the extent that such
Lender shall not have made such amount available to the Administrative Agent,
such Lender and the Borrower severally agree to repay the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date the Administrative Agent made such amount available
to the Borrower to the date such amount is repaid to the Administrative Agent,
at the Federal Funds Rate applicable at the time.


             SECTION 9.3   Exculpation. 
Neither the Administrative Agent nor any of its directors, officers,
employees or agents shall be liable to any Lender for any action taken or
omitted to be taken by it under this Agreement or any other Loan Document, or
in connection herewith or therewith, except for its own wilful misconduct or
gross negligence, nor responsible for any recitals or warranties herein or
therein, nor for the effectiveness, enforceability, validity or due execution
of this Agreement or any other Loan Document, nor for the creation, perfection
or priority of any Liens purported to be created by any of the Loan Documents,
or the validity, genuineness, enforceability, existence, value or sufficiency
of any collateral security, nor to make any inquiry respecting the performance
by the Borrower of its obligations hereunder or under any other Loan Document.  Any such inquiry which may be made by the
Administrative Agent shall not obligate it to make any further inquiry or to
take any action.  The Administrative
Agent shall be entitled to rely upon advice of counsel concerning legal matters
and upon any notice, consent, certificate, statement or writing which the
Administrative Agent believes to be genuine and to have been presented by a
proper Person.


             SECTION 9.4   Successor. 
The Administrative Agent may resign as such at any time upon at least 30
days’ prior notice to the Borrower and all Lenders.  If the Administrative Agent at any time shall resign, the
Required Lenders may appoint another Lender as a successor Administrative Agent
which shall thereupon become the Administrative Agent hereunder.  If no successor Administrative Agent shall
have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent’s giving
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be one of
the Lenders or a commercial banking institution organized under the laws of the
U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least
$500,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from
the retiring Administrative Agent such documents of transfer and assignment as
such successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement.  After any retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of (a) this Article
IX shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement; and (b)
Section 10.3 and Section 10.4 shall continue to inure to its
benefit.


             SECTION 9.5   Loans by BofA. 
BofA shall have the same rights and powers with respect to (x) the Loans
made by it or any of its Affiliates, and (y) the Notes held by it or any of its
Affiliates as any other Lender and may exercise the same as if it were not the
Administrative Agent.  BofA and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if BofA were not the Administrative Agent hereunder.


             SECTION 9.6   Credit Decisions.  Each Lender acknowledges that it has, independently of the
Administrative Agent and each other Lender, and based on such Lender’s review
of the financial information of the Borrower, this Agreement, the other Loan
Documents (the terms and provisions of which being satisfactory to such Lender)
and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its
Commitments.  Each Lender also
acknowledges that it will, independently of the Administrative Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.


             SECTION 9.7   Copies, etc. 
The Administrative Agent shall give prompt notice to each Lender of each
notice or request required or permitted to be given to the Administrative Agent
by the Borrower pursuant to the terms of this Agreement (unless concurrently
delivered to the Lenders by the Borrower). 
The Administrative Agent will distribute to each Lender each document or
instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement.


             SECTION 9.8   Default; Collateral.


                           (a)         Upon the occurrence and continuance of
a Default, the Lenders agree to promptly confer in order that Required Lenders
or the Lenders, as the case may be, may agree upon a course of action for the
enforcement of the rights of the Lenders; and the Administrative Agent shall be
entitled to refrain from taking any action (without incurring any liability to
any Person for so refraining) unless and
until the Administrative Agent shall have received instructions from Required
Lenders.   All rights of action under
the Loan Documents and all right to the Collateral, if any, hereunder may be
enforced by the Administrative Agent and any suit or proceeding instituted by
the Administrative Agent in furtherance of such enforcement shall be brought in
its name as the Administrative Agent without the necessity of joining as plaintiffs
or defendants any other Lender, and the recovery of any judgment shall be for
the benefit of the Lenders (and, with respect to Lender Hedging Agreements,
Affiliates, if applicable) subject to the expenses of the Administrative Agent.  In actions with respect to any property of
the Borrower or any other Obligor, the Administrative Agent is acting for the
ratable benefit of each Lender (and, with respect to Lender Hedging Agreement,
Affiliates, if applicable).  Any and all
agreements to subordinate (whether made heretofore or hereafter) other
indebtedness or obligations of Borrower to the Obligation shall be construed as
being for the ratable benefit of each Lender (and, with respect to Lender
Hedging Agreement, Affiliates, if applicable).


                           (b)        Each Lender authorizes and directs the
Administrative Agent to enter into the Collateral Documents for the benefit of
the Lenders (and, with respect to Lender Hedging Agreement, Affiliates, if
applicable).  Except to the extent unanimity (or other percentage set forth
in Section 10.1) is required hereunder, each Lender agrees that any
action taken by the Required Lenders in accordance with the provisions of the
Loan Documents, and the exercise by the Required Lenders of the power set forth
herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders.


                           (c)         The Administrative Agent is hereby
authorized on behalf of all of the Lenders, without the necessity of any notice
to or further consent from any Lender, from time to time to take any action
with respect to any Collateral or Collateral Documents which may be necessary
to perfect and maintain perfected the Liens upon the collateral granted
pursuant to the Collateral Documents.


                           (d)        The Administrative Agent shall have no
obligation whatsoever to any Lender or to any other Person to assure that the
Collateral exists or is owned by any Obligor or is cared for, protected, or
insured or has been encumbered or that the Liens granted to the Administrative
Agent herein or pursuant thereto have been properly or sufficiently or lawfully
created, perfected, protected, or enforced, or are entitled to any particular
priority, or to exercise at all or in any particular manner or under any duty
of care, disclosure, or fidelity, or to continue exercising, any of the Rights
granted or available to the Administrative Agent in this Section 9.8or in any of the
Collateral Documents; it being understood
and agreed that in respect of the Collateral, or any act, omission, or event
related thereto, the Administrative Agent any act in any manner it may deem
appropriate, in its sole discretion, given the Administrative Agent’s own
interest in the Collateral as one of the Lenders and that the Administrative
Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence
or willful misconduct.


                           (e)         The Lenders hereby irrevocably
authorize the Administrative Agent, at its option and in its discretion, to
release any Lien granted to or held by the Administrative Agent upon any
Collateral: (i) upon termination of the Commitments and payment and
satisfaction of the Obligations; (ii) constituting property in which no Obligor
owned an interest at the time the Lien was granted or at any time thereafter;
(iii) constituting property leased to an Obligor under a lease which has
expired or been terminated in a transaction permitted under the Loan Document
or is about to expire and which has not been, and is not intended by such
Obligor to be, renewed; (iv) consisting of an instrument evidencing
Indebtedness pledged to the Administrative Agent (for the benefit of the
Lenders), if the Indebtedness evidenced thereby has been paid in full; (v) upon
the sale, transfer, or disposition of Collateral which is expressly permitted
pursuant to the Loan Documents; (vi) as contemplated in Section 10.1(b);
or (vii) if approved, authorized, or ratified in writing by the requisite
Lenders.  Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent’s authority to release particular types or items of
Collateral pursuant to this Section 9.8.


                           (f)         In furtherance of the authorizations
set forth in this Section 9.8, each Lender hereby irrevocably appoints
the Administrative Agent its attorney-in-fact, with full power of substitution,
for and on behalf of and in the name of each such Lender, (i) to enter into
Collateral Documents (including, without limitation, any appointments of
substitute trustees under any Collateral Documents), (ii) to take action with
respect to the Collateral and Collateral Documents to perfect, maintain, and
preserve Lenders’ Liens, and (iii) to execute instruments of release or to take
other action necessary to release Liens upon any Collateral to the extent
authorized in paragraph (e) hereof. 
This power of attorney shall be liberally, not restrictively, construed
so as to give the greatest latitude to the Administrative Agent’s power, as attorney,
relative to the Collateral matters described in this Section 9.8.  The powers and authorities herein conferred
on the Administrative Agent may be exercised by the Administrative Agent
through any Person who, at the time of the execution of a particular
instrument, is an officer of the Administrative Agent.  The power of attorney conferred by this Section
9.8(f) is granted for valuable consideration and is coupled with an
interest and is irrevocable so long
as the Obligations, or any part thereof, shall remain unpaid or the Lenders are
obligated to make any Borrowings under the Loan Documents.


             SECTION 9.9   Lender Hedging Agreements.  To the extent any Lender or any Affiliate of
a Lender is a party to a Lender Hedging Agreement in accordance with the
requirements of the Loan Documents and accepts the benefits of the Liens in the
Collateral arising pursuant to the Collateral Documents, such Lender (for
itself and on behalf of any such Affiliates) shall be deemed (i) to appoint
Bank of America, N.A., as its nominee and agent, to act for and on behalf of
such Lender or Affiliate thereof in connection with the Collateral Documents
and (ii) to be bound by the terms of thisArticle IX.


ARTICLE X

MISCELLANEOUS PROVISIONS


             SECTION 10.1 Waivers, Amendments, Release of
Collateral, etc.  (a) The
provisions of this Agreement and of each other Loan Document may from time to
time be amended, modified or waived, if such amendment, modification or waiver
is in writing and consented to by the Borrower and the Required Lenders; provided,
however, that no such amendment, modification or waiver which would:
(a) modify any requirement hereunder that any particular action be taken
by all the Lenders or by the Required Lenders shall be effective unless
consented to by each Lender; (b) modify this Section 10.1,
change the definition of “Required Lenders”, increase any Commitment
Amount (except as set forth in Section 2.5.1) or the Percentage of any
Lender, reduce any fees described in Article III, change the schedule of
reductions to the Commitments provided for in Section 2.2.2, release any
material portion of the Collateral, except as set forth in Section 9.8
and Section 10.1(b) or otherwise specifically provided in any Loan
Document, release any material Guarantor, or extend any Commitment Termination
Date, shall be made without the consent of each Lender and each holder of a
Note; (c) extend the due date for, or reduce the amount of, any scheduled
repayment or prepayment of principal of or interest on any Loan (or  reduce the principal amount of or rate of
interest on any Loan) shall be made without the consent of the holder of that
Note evidencing such Loan; (d) affect adversely the interests, rights or
obligations of the Administrative Agent, shall be made without consent of the
Administrative Agent; or (e) affect adversely the interests, rights or
obligations of an Issuer in its capacity as such, shall be made without consent
of such Issuer.  No failure or delay on
the part of the Administrative Agent, any Lender or the holder of any Note in
exercising any power or right under this Agreement or any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. 
No notice to or demand on the Borrower in any case shall entitle it to
any notice or demand in similar or other circumstances.  No waiver or approval by the Administrative
Agent, any Lender or the holder of any Note under this Agreement or any other
Loan Document shall, except as may be otherwise stated in such waiver or
approval, be applicable to subsequent transactions.  No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.


                           (b)        Upon any sale, transfer, or disposition
of Collateral which is permitted pursuant to the Loan Documents, and upon ten
(10) Business Days’ prior written request by the Borrower (which request must
be accompanied by (a) true and correct copies of all material documents of
transfer or disposition, including any contract of sale, (ii) a preliminary
closing statement and instructions to the title company, if any, and (iii) all
requested release instruments in form and substance satisfactory to the
Administrative Agent), the Administrative Agent shall (and is hereby
irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of Liens granted to the Administrative Agent
for the benefit of the Lenders pursuant hereto in such Collateral.  In addition, if the Borrower or any of its
Subsidiaries own any Margin Stock at the time of the requested release, then
together with such request for release, the Borrower shall present a
certificate in form and substance satisfactory to the Administrative Agent,
setting forth calculations demonstrating compliance with Regulation U and, if
required by the Administrative Agent, an opinion of counsel stating that the
requested release, if made, will not result in the Lenders being in violation of
Regulation U.  The Administrative Agent
shall not be required to execute any release instruments on terms which, in the
Administrative Agent’s opinion, would expose the Administrative Agent to
liability or create any obligation or entail any consequence other than the
release of liens without recourse or warranty. 
No such release shall impair the Administrative Agent’s lien on the
proceeds of sale of such Collateral.


             SECTION 10.2 Notices.  All
notices and other communications provided to any party hereto under this
Agreement or any other Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address, Telex or
facsimile number set forth below its signature hereto or set forth in the
Lender Assignment Agreement, or at such other address or facsimile number as
may be designated by such party in a notice to the other parties.  Any notice, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier
service, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when transmitted.


             SECTION 10.3 Payment of Costs and Expenses.  The Borrower agrees to pay within 10 days of
demand all reasonable expenses of the Administrative Agent (including the fees
and out-of-pocket expenses of counsel to the Administrative Agent and of local
counsel, if any, who may be retained by counsel to the Administrative Agent) in
connection with  the negotiation,
preparation, execution and delivery of this Agreement and of each other Loan
Document, including schedules and exhibits, and any amendments, waivers,
consents, supplements or other modifications to this Agreement or any other
Loan Document as may from time to time hereafter be required, whether or not
the transactions contemplated hereby are consummated,  the filing, recording, refiling or rerecording of any mortgage,
any pledge agreement and any Security Agreement and/or any Uniform Commercial
Code financing statements relating thereto and all amendments, supplements and
modifications to any thereof and any and all other documents or instruments of
further assurance required to be filed or recorded or refiled or rerecorded by
the terms hereof or of any mortgage, any pledge agreement or any security
agreement, and the preparation and review of the form of any document or
instrument relevant to this Agreement or any other Loan Document.


                           The
Borrower further agrees to pay, and to save the Administrative Agent and the
Lenders harmless from all liability for, any stamp or other similar taxes which
may be payable in connection with the execution or delivery of this Agreement,
the borrowings hereunder, or the issuance of the Notes or any other Loan
Documents.  The Borrower also agrees to
reimburse the Administrative Agent and each Lender upon demand for all
reasonable out-of-pocket expenses (including attorneys’ fees and legal
expenses) incurred by the Administrative Agent or such Lender in connection
with the enforcement of any Obligations.


             SECTION 10.4 Indemnification.  In consideration of the execution and delivery of this Agreement
by each Lender and the extension of the Commitments, the Borrower hereby
indemnifies, exonerates and holds the Administrative Agent and any of its Affiliates
and each Lender and each of their respective officers, directors, employees,
attorneys and agents (collectively, the “Indemnified Parties”) free and
harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action
for which indemnification hereunder is sought), including reasonable attorneys’
fees and disbursements and settlement costs INCLUDING
INDEMNIFIED LIABILITIES ARISING OUT OF THE NEGLIGENCE OF AN INDEMNIFIED PARTY
(collectively, the “Indemnified Liabilities”), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to (a) any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of any Loan;  (b) the entering into and performance
of this Agreement and any other Loan Document by any of the Indemnified Parties;
(c) any investigation, litigation or proceeding related to any acquisition
or proposed acquisition by the Borrower or any of its Subsidiaries of all or
any portion of the stock or assets of any Person, whether or not the
Administrative Agent or such Lender is party thereto; (d) any investigation,
litigation or proceeding related to any environmental cleanup, audit,
compliance or other matter relating to the protection of the environment or the
Release by the Borrower or any of its Subsidiaries of any Hazardous Material;
or (e) the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or releases from, any real property
owned or operated by the Borrower or any Subsidiary thereof of any Hazardous
Material (including any losses, liabilities, damages, injuries, costs, expenses
or claims asserted or arising under any Environmental Law), regardless of
whether caused by, or within the control of, the Borrower or such Subsidiary,
except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party’s
gross negligence or wilful misconduct.


             SECTION 10.5 Survival.  The
obligations of the Borrower under Sections 4.3, 4.4, 4.5, 4.6,
10.3 and 10.4, and the obligations of the Lenders under Section
9.1, shall in each case survive any termination of this Agreement, the
payment in full of all Obligations and the termination of all Commitments.  The representations and warranties made by
each Obligor in this Agreement and in each other Loan Document shall survive
the execution and delivery of this Agreement and each such other Loan Document.


             SECTION 10.6 Severability. 
Any provision of this Agreement or any other Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement or such Loan Document or affecting the validity or enforceability of
such provision in any other jurisdiction.


             SECTION 10.7 Headings.  The
various headings of this Agreement and of each other Loan Document are inserted
for convenience only and shall not affect the meaning or interpretation of this
Agreement or such other Loan Document or any provisions hereof or thereof.


             SECTION 10.8 Execution in Counterparts.  This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be executed by the
Borrower and the Administrative Agent and be deemed to be an original and all
of which shall constitute together but one and the same agreement.


             SECTION 10.9 Governing Law; Entire Agreement.  THIS
AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS AND
APPLICABLE U.S. FEDERAL LAW.  This
Agreement, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect
thereto.


             SECTION 10.10             Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:  the Borrower may not assign or transfer its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and all Lenders; and 
the rights of sale, assignment and transfer of the Lenders are subject
to Section 10.11.


             SECTION 10.11             Sale and Transfer of Loans and
Notes; Participations in Loans and Notes.  Each Lender may assign, or sell participations in, its Loans and
Commitments to one or more other Persons in accordance with this Section
10.11.


             SECTION 10.11.1          Assignments. 
Any Lender, (a) with the written consents of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower (which consents shall not be unreasonably delayed or withheld and
which consent, in the case of the Borrower, shall be deemed to have been given
in the absence of a written notice delivered by the Borrower to the
Administrative Agent, on or before the fifth Business Day after receipt by the
Borrower of such Lender’s request for consent, stating, in reasonable detail, the
reasons why the Borrower proposes to withhold such consent) may at any time
assign and delegate to one or more commercial banks or other financial
institutions, and (b) with notice to the Borrower and the Administrative
Agent, but without the consent of the Borrower or the Administrative Agent, may
assign and delegate to any of its Affiliates or to any other Lender (each
Person described in either of the foregoing clauses as being the Person to whom
such assignment and delegation is to be made, being hereinafter referred to as
an AAssignee Lender”), all or any fraction of such Lender’s total Loans
and Commitments (which assignment and delegation shall be of a constant, and
not a varying, percentage of all the assigning Lender’s Loans and Commitments)
in a minimum aggregate amount of $5,000,000; provided, however,
that any such assignments by a Lender shall be pro rata with any
assignment by such Lender or an Affiliate of such Lender of its interests in
the Canadian Facility; and provided further that any such
Assignee Lender will comply, if applicable, with the provisions contained in
the last sentence of Section 4.6 and further, provided, however,
that, the Borrower, each other Obligor and the Administrative Agent shall be
entitled to continue to deal solely and directly with such Lender in connection
with the interests so assigned and delegated to an Assignee Lender until (c)
written notice of such assignment and delegation, together with payment
instructions, addresses and related information with respect to such Assignee
Lender, shall have been given to the Borrower and the Administrative Agent by
such Lender and such Assignee Lender, (d) such Assignee Lender shall have
executed and delivered to the Borrower and the Administrative Agent a Lender
Assignment Agreement, accepted by the Administrative Agent, and (e) the
processing fees described below shall have been paid.  From and after the date that the Administrative Agent accepts
such Lender Assignment Agreement, (x) the Assignee Lender thereunder shall be
deemed automatically to have become a party hereto and to the extent that
rights and obligations hereunder have been assigned and delegated to such
Assignee Lender in connection with such Lender Assignment Agreement, shall have
the rights and obligations of a Lender hereunder and under the other Loan
Documents, and (y) the assignor Lender, to the extent that rights and
obligations hereunder have been assigned and delegated by it in connection with
such Lender Assignment Agreement, shall be released from its obligations
hereunder and under the other Loan Documents. 
Within five (5) Business Days after its receipt of notice that the
Administrative Agent has received an executed Lender Assignment Agreement, the
Borrower shall execute and deliver to the Administrative Agent (for delivery to
the relevant Assignee Lender) new Notes evidencing such Assignee Lender’s
assigned Loans and Commitments and, if the assignor Lender has retained Loans
and Commitments hereunder, replacement Notes in the principal amount of the
Loans and Commitments retained by the assignor Lender hereunder (such Notes to
be in exchange for, but not in payment of, those Notes then held by such
assignor Lender).  Each such Note shall
be dated the date of the predecessor Notes. 
The assignor Lender shall mark the predecessor Notes Aexchanged” and
deliver them to the Borrower.  Accrued
interest on that part of the predecessor Notes evidenced by the new Notes, if
any, shall be paid as provided in the Lender Assignment Agreement.  Accrued interest on that part of the
predecessor Notes evidenced by the replacement Notes shall be paid to the
assignor Lender.  Accrued interest and
accrued fees shall be paid at the same time or times provided in the
predecessor Notes and in this Agreement. 
Such assignor Lender or such Assignee Lender must also pay a processing
fee to the Administrative Agent upon delivery of any Lender Assignment
Agreement in the amount of $3,500.  Any
attempted assignment and delegation not made in accordance with this Section
10.11.1 shall be null and void.


             SECTION 10.11.2          Participations. 
Any Lender may at any time sell to one or more commercial banks or other
Persons (each of such commercial banks and other Persons being herein called a
AParticipant”) participating interests in any of the Loans, Commitments,
or other interests of such Lender hereunder; provided, however,
that (a) no participation contemplated in this Section 10.11
shall relieve such Lender from its Commitments or its other obligations
hereunder or under any other Loan Document, (b) such Lender shall remain
solely responsible for the performance of its Commitments and such other
obligations, (c) the Borrower and the Administrative Agent shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and each of the other Loan
Documents, (d) no Participant, unless such Participant is an Affiliate of
such Lender, or is itself a Lender, shall be entitled to require such Lender to
take or refrain from taking any action hereunder or under any other Loan
Document, except that such Lender may agree with any Participant that such
Lender will not, without such Participant’s consent, take any actions of the
type described in clause (b) or (c) of Section 10.1, and
(e) the Borrower shall not be required to pay any amount under Section
4.6 that is greater than the amount which it would have been required to
pay had no participating interest been sold. 
Subject to the above, the Borrower acknowledges and agrees that each
Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6,
4.8, 10.3 and 10.4, shall be considered a Lender.


             SECTION 10.12             Other Transactions.  Nothing contained herein shall preclude the Administrative Agent
or any other Lender from engaging in any transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Affiliates in which the Borrower or such Affiliate is not restricted
hereby.


             SECTION 10.13             Forum Selection and Consent to
Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER MAY BE BROUGHT
AND MAINTAINED IN THE COURTS OF THE STATE OF TEXAS OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN 
DISTRICT OF TEXAS.  THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF TEXAS AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION.  THE BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF TEXAS. 
THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.


             SECTION 10.14             Waiver of Jury Trial.  THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER.  THE BORROWER ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE
LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.


             SECTION 10.15             Confidentiality.  Each Lender and the Administrative Agent agrees to use reasonable
commercial efforts not to disclose without the prior written consent of the
Borrower (other than to their employees, auditors or counsel or to another
Lender if the Lender or such Lender’s holding or parent company or the
Administrative Agent in its sole discretion determines that any such party
should have access to such information) any confidential information with
respect to the Borrower or any Subsidiary which is furnished pursuant to this
Agreement, provided, that any Lender and the Administrative Agent may
disclose any such information (a) as has become generally available to the
public, (b) as may be required or appropriate in any report, statement or testimony
submitted to any municipal, provincial, state or Federal regulatory body having
or claiming to have jurisdiction over such Lender or the Administrative Agent
or to the Federal Reserve Board, Bank of Canada, the Office of the
Superintendent of Financial Institutions, Canada Deposit Insurance Corporation,
the Federal Deposit Insurance Corporation, National Association of Insurance
Commissioners or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required or appropriate in
response to any summons or subpoena or in connection with any litigation, (d)
in order to comply with any law, order, regulation or ruling applicable to such
Lender or the Administrative Agent, and (e) to any Affiliate of such Lender or
Administrative Agent.


                           A
Lender may furnish any publicly available information concerning the Borrower
or any of its Subsidiaries in the possession of such Lender from time to time
to assignees and participants (including prospective assignees and participants)
without the consent of the Borrower. 
Nonpublic information concerning the Borrower or any of its Subsidiaries
shall not be furnished by any Lender to assignees and participants (including
prospective assignees and participants) without the prior written consent of
the Borrower, which consent shall not be unreasonably withheld or delayed.


             SECTION 10.16             Releases.  If
all outstanding Loans and other Obligations have been indefeasibly paid in full
and no Letters of Credit are outstanding, the Commitment Amounts have
terminated or have been reduced to zero pursuant to Section 2.2,
and all Lender Hedging Agreements have terminated, the Administrative Agent
agrees to, and the Lenders hereby instruct the Administrative Agent to, at the
Borrower’s expense, execute such releases of the Collateral Documents as the
Borrower shall reasonably request and this Agreement shall be deemed terminated
except that such termination shall not relieve Borrower of any obligation to
make any payments to the Administrative Agent or any Lender required by any
Loan Document to the extent accruing, or relating to an event occurring, prior
to such termination.


             SECTION 10.17             Priority of Hedging Obligations.  Borrower, Lenders and Administrative Agent
hereby agree that (i) any amounts received in satisfaction of any Obligations
arising under the Loan Documents, including, without limitation, Obligations
under this Agreement and any Lender Hedging Agreement, shall rank pari passu
in right of payment and shall be used to repay such Obligations on a pro rata
basis, and (ii) except as otherwise set forth in Section 10.17(i)
above, all Hedging Obligations arising in connection with any Hedging Agreement
are hereby expressly subordinated in right of payment to the prior payment in
full in cash of all Obligations under the Loan Documents, other than any Lender
Hedging Agreement.


             SECTION 10.18             Certain Remedies.  Notwithstanding anything to the contrary contained herein or in
the Collateral Documents, neither the Administrative Agent nor the Lenders
shall have the right to collect income, rents, royalties, revenues, issues,
profits or proceeds from the Mortgaged Properties as therein defined unless an
Event of Default has occurred and is continuing.


             SECTION 10.19             Maximum Rate. 
It is the intention of the parties hereto to comply strictly with
applicable usury laws, if any; accordingly, notwithstanding any provision to
the contrary contained herein or in any fee letter or other Loan Document or
any other document otherwise relating hereto, in no event shall this Agreement
or any Note or such documents require or permit the payment, taking, reserving,
receiving, collection or charging of any sums constituting interest under
applicable laws which exceed the maximum amount permitted by such laws.  If any such excess interest is called for,
contracted for, charged, taken, reserved, or received in connection with any
Loan or in any fee letter or other Loan Document, or in any communication by
the Administrative Agent, any Lender or any other person to the Borrower or any
other person, or in the event all or part of the principal or interest of any
Loan shall be prepaid or accelerated, so that under any of such circumstances
or under any other circumstance whatsoever the amount of interest contracted
for, charged, taken, reserved, or received on the amount of principal actually
outstanding from time to time under this Agreement or any Note shall exceed the
maximum amount of interest permitted by applicable usury laws, then in any such
event it is agreed as follows: (i) the provisions of this paragraph shall
govern and control, (ii) neither the Borrower nor any other person or entity
now or hereafter liable for the payment of any Loan shall be obligated to pay
the amount of such interest to the extent such interest is in excess of the
maximum amount of interest permitted by applicable usury laws, (iii) any such
excess which is or has been received notwithstanding this paragraph shall be
credited against the then unpaid principal balance of the Loans or, if the
Loans have been or would be paid in full by such credit, refunded to the
Borrower, and (iv) the provisions of this Agreement, the Notes and the other
Loan Documents, and any communication to the Borrower, shall immediately be
deemed reformed and such excess interest reduced, without the necessity of
executing any other document, to the maximum lawful rate allowed under
applicable laws as now or hereafter construed by courts having jurisdiction
hereof or thereof.  Without limiting the
foregoing, all calculations of the rate of interest contracted for, charged,
collected, taken, reserved, or received in connection herewith which are made
for the purpose of determining whether such rate exceeds the maximum lawful
rate shall be made to the extent permitted by applicable laws by amortizing,
prorating, allocating and spreading during the period of the full term of the
Loans, including all prior and subsequent renewals and extensions, all interest
at any time contracted for, charged, taken, collected, reserved, or
received.  The terms of this paragraph
shall be deemed to be incorporated in every Loan Document and communication
relating to this Agreement, the Loans and the Notes.


                           To
the extent that the interest rate laws of the State of Texas are applicable to
the Loans, the applicable interest rate ceiling is the weekly ceiling (formerly
the indicated rate ceiling) determined in accordance with Tex. Rev. Civ. Stat.,
Title 79, Article 5069-1D.003, also codified at Texas Finance Code, Section
303.301 (formerly Article 5069-1.04 (a)(1)), and, to the extent that this
Agreement is deemed an open end account as such term is defined in Tex. Rev.
Civ. Stat., Title 79, Article 5069-1B.002(14), also codified at Texas Finance
Code Section 301.001(3) (formerly Article 5069-1.01(f)), the Lenders retain the
right to modify the interest rate in accordance with applicable law.


                           The
parties agree that Texas Finance Code, Chapter 346 (formerly Tex. Rev. Civ.
Stat., Title 79, Chapter 15), which regulates certain revolving loan accounts
and revolving triparty accounts, shall not apply to any revolving loan accounts
created under this Agreement or the Notes or maintained in connection
therewith.


             SECTION 10.20             Entire Agreement.


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


[SIGNATURES BEGIN ON
FOLLOWING PAGE]















                           IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.





	 	MARKWEST HYDROCARBON, INC.
	 	 	 
	 	By:	 


	 	Name:	Gerald A. Tywoniuk
	 	Title:	Vice President, Finance
	 	 	 
	 	Address for Notices:	155 Inverness Drive West
	 	 	Suite 200
	 	 	Englewood, Colorado 80112
	 	 	 
	 	Telephone No:	(303) 290-8700
	 	Facsimile No.:	(303) 290-8769
	 	 	 
	 	Attention:	Contract Administration
							





 














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


	 	 	Richard L.
  Stein
	 	 	Vice
  President
	 	 	 
	 	Address for
  Notices:	901 Main
  Street,
	 	 	14th Floor
	 	 	Dallas, Texas
  75202
	 	 	 
	 	Telephone
  No.:	(214)
  209-2642
	 	Facsimile
  No.:	(214)
  290-8364
	 	 	 
	 	Attention:	Mr. Ramon Presas
	 	 	 
	 	with a copy
  to:	 
	 	 	 
	 	333 Clay
  Street, Suite 4550	 
	 	Houston,
  Texas 77002	 
	 	 	 
	 	Telephone
  No.:	(713)
  651-4850
	 	Facsimile No:	(713)
  651-4841
	 	 	 
	 	Attention:	Mr. Richard
  L. Stein
							













 





	PERCENTAGE	LENDERS	 
	

	

	 
	 	 	 
	100%	BANK OF AMERICA, N.A.	 
	 	 	 
	 	 	 
	 	By:	 


	 	 	Richard L.
  Stein
	 	 	Vice
  President
	 	 	 
	 	Domestic
  Office:	 
	 	

	 
	 	 	 
	 	901 Main
  Street, 14th Floor	 
	 	Dallas, Texas
  75202	 
	 	Telephone
  No.:	(214)
  209-2642
	 	Facsimile
  No.:	(214)
  290-8364
	 	Attention:	Mr. Ramon
  Presas
	 	 	 
	 	LIBOR Office:	 
	 	

	 
	 	 	 
	 	901 Main
  Street, 14th Floor	 
	 	Dallas, Texas
  75202	 
	 	Telephone
  No.:	(214)
  209-2642
	 	Facsimile
  No.:	(214)
  290-8364
	 	Attention:	Mr. Ramon
  Presas
	 	 	 
	 	with a copy
  to:	 
	 	

	 
	 	 	 
	 	333 Clay
  Street, Suite 4550	 
	 	Houston,
  Texas 77002	 
	 	Telephone No.:	(713)
  651-4850
	 	Facsimile
  No.:	(713)
  651-4841
	 	Attention:	Mr. Richard
  L. Stein