<PAGE>   1
                                                                    Exhibit 4.14



                                CREDIT AGREEMENT


                          $250,000,000 CREDIT FACILITY


                           dated as of April 26, 2001

                                      AMONG

                         WEATHERFORD INTERNATIONAL, INC.
                                as U.S. Borrower,

                          WEATHERFORD EURASIA LIMITED.
                                as U.K. Borrower,

                            WEATHERFORD EURASIA B.V.
                               as Dutch Borrower,


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

                         THE ROYAL BANK OF SCOTLAND PLC
                     as Documentation Agent and as a Lender,

                              ROYAL BANK OF CANADA
                      as Syndication Agent and as a Lender,

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

                         BANC ONE CAPITAL MARKETS, INC.
                     as Lead Arranger and Sole Book Runner,

                                       AND

                       THE OTHER LENDERS NOW OR HEREAFTER
                                 PARTIES HERETO


<PAGE>   2




                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                -----
<S>            <C>                                                                                               <C>
                                                    ARTICLE I
                                  DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION

SECTION 1.01.  Definitions........................................................................................1

SECTION 1.02.  Types of Borrowings...............................................................................21

SECTION 1.03.  Accounting Terms; Changes in GAAP.................................................................21

SECTION 1.04.  Interpretation....................................................................................22


                                                   ARTICLE II
                                              COMMITMENTS; LOANS

SECTION 2.01.  Loans.............................................................................................23

SECTION 2.02.  Terminations or Reductions of Commitments.........................................................24

SECTION 2.03.  Commitment and Utilization Fees...................................................................24

SECTION 2.04.  Several Obligations...............................................................................25

SECTION 2.05.  Notes.............................................................................................25

SECTION 2.06.  Use of Proceeds...................................................................................26

SECTION 2.07.  Currency Fluctuations and Mandatory Prepayments
                           of Foreign Currency Amounts...........................................................26

SECTION 2.08.  Increase in Commitment Amount.....................................................................27

SECTION 2.09.  Additional Subsidiary Borrowers...................................................................27


                                                  ARTICLE III
                                BORROWINGS, PREPAYMENTS AND INTEREST OPTIONS

SECTION 3.01.  Borrowings........................................................................................27

SECTION 3.02.  Prepayments.......................................................................................28

SECTION 3.03.  Interest Options..................................................................................28


                                                  ARTICLE IV
                               PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; TAXES

SECTION 4.01.  Payments..........................................................................................34

SECTION 4.02.  Pro Rata Treatment................................................................................34

SECTION 4.03.  Certain Actions, Notices, Etc.....................................................................35

SECTION 4.04.  Non-Receipt of Funds by the Administrative Agent..................................................35

SECTION 4.05.  Sharing of Payments, Etc..........................................................................36

SECTION 4.06.  Taxes.............................................................................................36

                                                    ARTICLE V
                                             CONDITIONS PRECEDENT
</TABLE>

                                      -i-
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                -----
<S>            <C>                                                                                               <C>
SECTION 5.01.  Conditions Precedent to the Initial Credit Event..................................................40

SECTION 5.02.  Conditions Precedent to All Credit Events.........................................................41

SECTION 5.03.  Delivery of Documents.............................................................................42


                                                  ARTICLE VI
                                       REPRESENTATIONS AND WARRANTIES

SECTION 6.01.  Organization and Qualification....................................................................42

SECTION 6.02.  Authorization, Validity, Etc......................................................................42

SECTION 6.03.  Governmental Consents, Etc........................................................................43

SECTION 6.04.  Conflicting or Adverse Agreements or Restrictions.................................................43

SECTION 6.05.  Title to Assets...................................................................................43

SECTION 6.06.  Litigation........................................................................................43

SECTION 6.07.  Information; Financial Statements.................................................................43

SECTION 6.08.  Investment Company Act............................................................................43

SECTION 6.09.  Public Utility Holding Company Act................................................................44

SECTION 6.10.  ERISA.............................................................................................44

SECTION 6.11.  Tax Returns and Payments..........................................................................44

SECTION 6.12.  Requirements of Law; Environmental Matters........................................................45

SECTION 6.13.  Purpose of Loans..................................................................................45

SECTION 6.14.  Designation of this Agreement and the Obligations.................................................45

SECTION 6.15.  No Default........................................................................................45


                                                  ARTICLE VII
                                            AFFIRMATIVE COVENANTS

SECTION 7.01.  Information Covenants.............................................................................45

SECTION 7.02.  Books, Records and Inspections....................................................................47

SECTION 7.03.  Insurance and Maintenance of Properties...........................................................47

SECTION 7.04.  Payment of Taxes and other Claims.................................................................47

SECTION 7.05.  Existence.........................................................................................47

SECTION 7.06.  ERISA Information and Compliance..................................................................47

SECTION 7.07.  Capital Adequacy..................................................................................48

SECTION 7.08.  Subsidiaries......................................................................................48


                                                  ARTICLE VIII
                                              NEGATIVE COVENANTS

SECTION 8.01.  Material Change in Business.......................................................................49

SECTION 8.02.  Consolidation, Merger, or Sale of Assets, Etc.....................................................49

SECTION 8.03.  Liens.............................................................................................50

SECTION 8.04.  Indebtedness......................................................................................50

SECTION 8.05.  Ownership of Subsidiary Borrowers.................................................................50

SECTION 8.06.  Financial Covenants...............................................................................50
</TABLE>


                                      -ii-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                -----
<S>            <C>                                                                                               <C>
SECTION 8.07.  Limitation on Transactions with Affiliates........................................................50

SECTION 8.08.  Restrictions on Subsidiary Dividends..............................................................51

SECTION 8.09.  Debentures........................................................................................51

SECTION 8.10.  The Debenture Indentures..........................................................................51


                                                  ARTICLE IX
                                      EVENTS OF DEFAULT AND REMEDIES

SECTION 9.01.  Events of Default and Remedies....................................................................51

SECTION 9.02.  Right of Setoff...................................................................................54

SECTION 9.03.  Preservation of Security for Unmatured Obligations................................................54

SECTION 9.04.  Other Remedies....................................................................................55

SECTION 9.05.  Currency Conversion After Maturity................................................................55

SECTION 9.06.  Application of Moneys During Continuation of Event of Default.....................................55


                                                   ARTICLE X
                                             ADMINISTRATIVE AGENT

SECTION 10.01.  Appointment; Nature of Relationship..............................................................56

SECTION 10.02.  Powers...........................................................................................56

SECTION 10.03.  General Immunity.................................................................................56

SECTION 10.04.  No Responsibility for Loans, Recitals, etc.......................................................56

SECTION 10.05.  Action on Instructions of Lenders................................................................57

SECTION 10.06.  Employment of Agents and Counsel.................................................................57

SECTION 10.07.  Reliance on Documents; Counsel...................................................................57

SECTION 10.08.  Reimbursement and Indemnification................................................................57

SECTION 10.09.  Notice of Default................................................................................58

SECTION 10.10.  Rights as a Lender...............................................................................58

SECTION 10.11.  Lender Credit Decision...........................................................................58

SECTION 10.12.  Successor Administrative Agent...................................................................58

SECTION 10.13.  Other Titles.....................................................................................59


                                                  ARTICLE XI
                                           U.S. BORROWER GUARANTY

SECTION 11.01  U.S. Borrower Guaranty............................................................................59

SECTION 11.02.  Continuing Guaranty..............................................................................60

SECTION 11.03.  Effect of Debtor Relief Laws.....................................................................62

SECTION 11.04.  Waiver...........................................................................................63

SECTION 11.05.  Full Force and Effect............................................................................63


                                                  ARTICLE XII
                                                 MISCELLANEOUS

SECTION 12.01.  No Waiver; Remedies..............................................................................63
</TABLE>


                                     -iii-
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                -----
<S>            <C>                                                                                               <C>
SECTION 12.02.  Notices..........................................................................................64

SECTION 12.03.  Expenses, Etc....................................................................................64

SECTION 12.04.  Indemnity........................................................................................65

SECTION 12.05.  Amendments, Etc..................................................................................65

SECTION 12.06.  Successors and Assigns...........................................................................66

SECTION 12.07.  Confidentiality..................................................................................68

SECTION 12.08.  Survival of Representations and Warranties.......................................................69

SECTION 12.09.  Governing Law....................................................................................69

SECTION 12.10.  Independence of Covenants........................................................................69

SECTION 12.11.  Binding Effect...................................................................................69

SECTION 12.12.  Separability.....................................................................................69

SECTION 12.13.  Judgment Currency................................................................................69

SECTION 12.14.  Conflicts Between This Agreement and the Other Loan Documents....................................70

SECTION 12.15.  Limitation on Charges; Substitute Lenders; Non-Discrimination....................................70

SECTION 12.16.  Limitation of Interest...........................................................................70

SECTION 12.17.  Execution in Counterparts........................................................................71

SECTION 12.18.  Submission to Jurisdiction.......................................................................71

SECTION 12.19.  Waiver of Jury Trial.............................................................................72

SECTION 12.20.  Final Agreement of the Parties...................................................................73
</TABLE>



                                      -iv-
<PAGE>   6









EXHIBITS

EXHIBIT 1.01A     Rate Designation Notice
EXHIBIT 1.01B-1   Request For Extension of Credit - U.S. Borrower
EXHIBIT 1.01B-2   Request For Extension of Credit - Subsidiary Borrower
EXHIBIT 1.01C     Note
EXHIBIT 2.08      Increase Certificate
EXHIBIT 2.09      Joinder Agreement
EXHIBIT 7.01      Compliance Certificate
EXHIBIT 12.06     Assignment And Acceptance


SCHEDULES

SCHEDULE 1.01(a)  Commitments
SCHEDULE 1.01(b)  Applicable Lending Offices
SCHEDULE 6.01     Material Subsidiaries





                                      -v-
<PAGE>   7



                                CREDIT AGREEMENT


     THIS CREDIT AGREEMENT, dated as of April 26, 2001, is among:

     (a)  Weatherford International, Inc., a Delaware corporation (the "U.S.
          Borrower");

     (b)  Weatherford Eurasia Limited, a corporation organized under the laws of
          the United Kingdom (the "U.K. Borrower");

     (c)  Weatherford Eurasia B.V., a corporation organized under the laws of
          the Netherlands (the "Dutch Borrower");

     (d)  Bank One, NA, individually as a Lender and as administrative agent for
          the other Lenders (in such capacity together with any other Person
          that becomes the Administrative Agent pursuant to Section 10.09, the
          "Administrative Agent"); and

     (e)  the banks and other financial institutions listed on the signature
          pages hereof under the caption "Lenders" (together with each other
          Person that becomes a Lender pursuant to Section 2.08 or Section
          12.06, collectively, the "Lenders").

     NOW THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I
                  DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION

     SECTION 1.01. Definitions. As used in this Agreement the following terms
shall have the following meanings:


          "Additional Interest" means the aggregate of all amounts accrued or
     paid pursuant to the Notes or any of the other Loan Documents (other than
     interest on the Notes at the Stated Rate) which, under applicable laws, are
     or may be deemed to constitute interest on the indebtedness evidenced by
     the Notes or the other Obligations.

          "Additional Lenders" has the meaning specified in Section 2.08.

          "Additional Subsidiary Borrowers" has the meaning specified in Section
     2.09.

          "Administrative Agent" has the meaning specified in paragraph (d) on
     page one hereof.



          "Affiliate" means, with respect to any Person, any other Person that,
     directly or indirectly, controls, is controlled by or is under direct or
     indirect common control with, such Person. For the purposes of this
     definition, "control" (including, with correlative meanings, the terms
     "controlling" and "controlled"), when used with respect to any Person,
     means the



<PAGE>   8

     power to direct the management and policies of such Person, directly or
     indirectly, whether through the ownership of voting securities, by contract
     or otherwise.

          "Aggregate Commitment Amount" means $250,000,000 plus the amount of
     any increase in the Aggregate Commitment Amount pursuant to Section 2.08.

          "Agreement" means this Credit Agreement, as it may from time to time
     be amended, modified, restated or supplemented.

          "Alternate Base Rate" means, for any day, the rate per annum equal to
     the higher of (a) the prime rate for that day for Loans denominated in
     Dollars quoted by the Administrative Agent, changing when and as such prime
     rate changes, and (b) the Federal Funds Rate for that day plus 1/2 of 1%.
     The aforesaid prime rate is a reference rate and does not necessarily
     represent the lowest or best rate or a favored rate and the Administrative
     Agent and each Lender disclaims any statement, representation or warranty
     to the contrary.

          "Applicable Lending Office" means, with respect to any Lender, the
     office, branch, subsidiary, affiliate or correspondent bank of such Lender
     listed on Schedule 1.01(b) or such other office, branch, subsidiary,
     affiliate or correspondent bank as such Lender may from time to time
     specify in writing to the Borrowers and the Administrative Agent.

          "Assignment and Acceptance" has the meaning specified in Section
     12.06(b).

          "Assurance" means, as to any Person, any guaranty or other contingent
     liability of such Person (other than any endorsement for collection or
     deposit in the ordinary course of business) or obligations as an account
     party in respect of letters of credit, direct or indirect, with respect to
     any obligation of another Person, through an agreement or otherwise,
     including (a) any other endorsement or discount with recourse or
     undertaking substantially equivalent to or having economic effect similar
     to a guarantee in respect of any such obligation and (b) any agreement (i)
     to purchase, or to advance or supply funds for the payment or purchase of,
     any such obligation, (ii) to purchase securities or to purchase, sell or
     lease property (whether as lessee or lessor), products, materials or
     supplies, or transportation or services, in respect of enabling such other
     Person to pay any such obligation or to assure the owner thereof against
     loss regardless of the delivery or non-delivery of the securities,
     property, products, materials or supplies, or transportation or services or
     (iii) to make any loan, advance or capital contribution to or other
     investment in, or to otherwise provide funds to or for, such other Person
     in respect of enabling such Person to satisfy any obligation (including any
     liability for a dividend, stock liquidation payment or expense) or to
     assure a minimum equity, working capital or other balance sheet condition
     in respect of any such obligation. The amount of any Assurance shall be an
     amount equal to the lesser of the stated or determinable amount of the
     primary obligation in respect of which such Assurance is made or, if not
     stated or determinable, the maximum reasonably anticipated liability in
     respect thereof (assuming such Person is required to perform thereunder) as
     determined by such Person in good faith.


                                      -2-
<PAGE>   9


          "Availability Period" means, for each Lender, the period from the
     Effective Date to the Termination Date.

          "Bankruptcy Code" means the United States Bankruptcy Code, as the same
     may be amended and together with any successor statutes.

          "Base Rate Borrowing" means that portion of the principal balance of
     the Loans at any time bearing interest at the Alternate Base Rate, in the
     case of Loans advanced to the U.S. Borrower.

          "Base Rate Loan" means a Loan made pursuant to Section 2.01(a).

          "Board" means the Board of Governors of the Federal Reserve System of
     the United States (or any successor).

          "Board of Directors" means, with respect to any Person, the Board of
     Directors of such Person (or of its (managing) general partner or managing
     member, as the case may be), or any committee thereof duly authorized to
     act on behalf of such Board of Directors.

          "Borrowers" means, collectively, the U.S. Borrower, the U.K. Borrower,
     the Dutch Borrower, and any Subsidiary of the U.S. Borrower which becomes a
     Subsidiary Borrower pursuant to Section 2.09.

          "Business Day" means any day (other than a day which is a Saturday,
     Sunday or legal holiday in the State of Texas on which banks are open for
     business in Houston, Texas; provided, however, that, when used in
     connection with a Eurocurrency Borrowing, the term "Business Day" shall
     also exclude any day on which banks are not open for dealings in deposits
     denominated in each of the Eligible Currencies in the London Interbank
     Market.

          "Calculation Date" means the last Business Day of each month.

          "Capital Lease" means, as to any Person, any lease in respect of which
     the rental obligation of such Person constitutes a Capitalized Lease
     Obligation.

          "Capital Stock" means, with respect to any Person, any and all shares,
     interests, rights to purchase, warrants, options, participations or other
     equivalents (however designated) of such Person's equity, including all
     common stock and preferred stock, any limited or general partnership
     interest and any limited liability company membership.

          "Capitalized Lease Obligation" means, with respect to any Person, the
     obligation of such Person to pay rent or other amounts under a lease of (or
     other agreement conveying the right to use) real or personal property that
     is required to be classified and accounted for as a capital lease
     obligation on a balance sheet of such Person under GAAP and, for purposes
     of this Agreement, the amount of such obligation at any date will be the
     capitalized amount thereof at such date, determined in accordance with
     GAAP.


                                      -3-
<PAGE>   10


          "CERCLA" means the Comprehensive Environmental Response, Compensation
     and Liability Act.

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

          "Change of Control Event" means (a) the execution of any definitive
     agreement which when fully performed by the parties thereto, would result
     in a Change of Control; or (b) the commencement of a tender offer pursuant
     to Section 14(d) of the Exchange Act that would result in a Change of
     Control if completed.

          "Code" means the Internal Revenue Code of 1986, as amended, from time
     to time, and the regulations promulgated thereunder.

          "Commitment" means, as to any Lender, the obligation, if any, of such
     Lender to make Loans in an aggregate principal amount at any one time
     outstanding up to (but not exceeding) the amount, if any, set forth on
     Schedule 1.01(a) hereto under the caption "Commitment", or otherwise
     provided for in an Assignment and Acceptance Agreement (as the same may be
     increased or reduced from time to time pursuant to Section 2.02 or Section
     2.08 hereof).

          "Commitment Fee Percentage" means, at any time and from time to time,
     a percentage per annum equal to the applicable percentage set forth below
     for the Performance Level set forth below:


                                      -4-
<PAGE>   11




           Performance Level                     Commitment Fee
           -----------------                     --------------

                   I                                 .100%
                   II                                .125%
                  III                                .150%
                   IV                                .200%
                   V                                 .250%

     The Commitment Fee Percentage for the Commitment Fee shall be determined by
     reference to the Performance Level in effect from time to time.

          "Commitment Percentage" means, as to any Lender, the percentage
     equivalent of a fraction, the numerator of which is the amount of such
     Lender's Commitment, and the denominator of which is the aggregate amount
     of the Commitments of all Lenders.

          "Communications" has the meaning specified in Section 12.02.

          "consolidated" means any Person whose financial condition and results
     of operations are required in accordance with GAAP to be shown on a
     consolidated basis with the financial condition and results of operations
     of the U.S. Borrower.

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

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

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

                                      -5-
<PAGE>   12


          "Consolidated Net Income" of the U.S. Borrower means, for any period,
     the net income or loss of the U.S. Borrower and its Subsidiaries for such
     period, determined on a consolidated basis in accordance with GAAP;
     provided, that there shall be excluded, without limitation, from such net
     income (to the extent otherwise included therein):

               (a) net extraordinary gains and losses;

               (b) net gains or losses in respect of dispositions of assets
          other than in the ordinary course of business;

               (c) the net income of any Person in which the U.S. Borrower or
          any consolidated Subsidiary has a joint equity interest, except to the
          extent of the amount of dividends or other distributions actually paid
          in cash to the U.S. Borrower or such Subsidiary by such other Person
          during such period;

               (d) the net income of any Person accrued prior to the date it
          becomes a consolidated Subsidiary or is merged into or consolidated
          with the U.S. Borrower or any consolidated Subsidiary or prior to the
          date its assets are acquired by the U.S. Borrower or any of the
          consolidated Subsidiaries, except that the foregoing shall not apply
          to any business acquisition accounted for as a pooling of interests;

               (e) the net income of any consolidated Subsidiary to the extent
          that the declaration or payment of dividends or similar distributions
          by that consolidated Subsidiary of that income is not at the time
          permitted by operation of the terms of its charter or any agreement,
          instrument, judgment, decree, order, statute, rule or governmental
          regulation applicable to that Subsidiary;

               (f) any gains or losses attributable to write-ups or write-downs
          of assets other than in the ordinary course of business; and

               (g) foreign currency translations or adjustments.

               "Credit Event" means the making of any Loan.

               "Debt Rating" means, with respect to the U.S. Borrower as of any
          date of determination, the rating that has been most recently
          announced by either S&P or Moody's, as the case may be, for any
          non-credit enhanced unsecured long-term senior debt issued or to be
          issued by the U.S. Borrower. For purposes of the foregoing:

               (a) if only one of S&P and Moody's shall have in effect a Debt
          Rating, the Margin Percentage and the Commitment Fee Percentage shall
          be determined by reference to the available rating;

               (b) if, at any time, neither S&P nor Moody's shall have in effect
          a Debt Rating, the Margin Percentage and the Commitment Fee Percentage
          shall be set in


                                      -6-
<PAGE>   13

          accordance with Performance Level V under the
          definition of "Margin Percentage" or "Commitment Fee Percentage," as
          the case may be;

               (c) if the ratings established by S&P and Moody's shall fall
          within different Performance Levels, the Margin Percentage and the
          Commitment Fee Percentage shall be based upon the lower rating;
          provided, however, that, if the higher of such ratings is two or more
          Performance Levels above the lower of such ratings, the Margin
          Percentage and the Commitment Fee Percentage shall be based upon the
          rating that is one Performance Level above the lower rating;

               (d) if any rating established by S&P or Moody's shall be changed,
          such change shall be effective as of the date on which such change is
          announced publicly by the rating agency making such change; and

               (e) if S&P or Moody's shall change the basis on which ratings are
          established by it, each reference to the Debt Rating announced by S&P
          or Moody's shall refer to the then equivalent rating by S&P or
          Moody's, as the case may be.

               "Default" means the occurrence of any event which with the giving
          of notice or the passage of time or both could become an Event of
          Default.

               "Derivatives Obligations" means, as to any Person all obligations
          of such Person in respect of any swap transaction, forward rate
          transaction, commodity swap, commodity option, interest rate option,
          foreign exchange transaction, cap transaction, floor transaction,
          collar transaction, currency swap transaction, cross-currency rate
          swap transaction, currency option or any other similar transaction
          (including any option with respect to any of foregoing transactions)
          or any combination of the foregoing transactions, entered into in the
          ordinary course of business of such Person for the purpose of hedging
          and not for speculative purposes.

               "Designated Currency" means, for a Eurocurrency Borrowing, the
          Eligible Currency which is designated for such Eurocurrency Borrowing
          and, for a Base Rate Borrowing, Dollars.

               "Dollar Equivalent" means with respect to (i) any amount of any
          Eligible Currency other than Dollars on any date, the equivalent
          amount in dollars of such amount of Eligible Currency as determined by
          the Administrative Agent in accordance with the terms hereof using the
          Exchange Rate and (ii) any amount in Dollars on any date, such amount.

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

               "Dutch Borrower" has the meaning designated in paragraph (c) on
          page one hereof.

               "Effective Date" means the date on which the conditions to
          borrowing set forth in Article V are first met.


                                      -7-
<PAGE>   14


          "Eligible Assignee" means (a) any Lender; (b) a commercial bank
     organized or licensed under the laws of the United States, or a state
     thereof, and having total assets in excess of $1,000,000,000; (c) a
     commercial bank organized under the laws of any other country which is a
     member of the OECD, or a political subdivision of any such country, and
     having total assets in excess of $1,000,000,000; provided that such bank is
     acting through a branch or agency located in the country in which it is
     organized or another country which is also a member of the OECD; and (d)
     any other bank approved by the Administrative Agent and the U.S. Borrower.

          "Eligible Currency" means (a) Dollars, Euros, Pounds Sterling, and any
     other Marketable Currency which has been agreed upon in writing by the U.S.
     Borrower, the Administrative Agent, and the Majority Lenders and (b) any
     other currency which has been agreed upon in writing by the U.S. Borrower,
     the Administrative Agent, and the Lenders.

          "Environmental Law" means all federal, state, provincial or local
     laws, statutes, rules, regulations, ordinances and codes, together with all
     final administrative orders, licenses, authorizations and permits of, and
     written agreements with, any Governmental Authorities, in each case
     relating to the protection of the environment or the disposal of hazardous
     waste.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and all rules, regulations, rulings and
     interpretations adopted by the U.S. Department of Labor thereunder.

          "ERISA Affiliate" means (a) all members of a controlled group of
     corporations and all trades or businesses (whether or not incorporated)
     under common control which, together with any Borrower, are treated as a
     single employer under Section 414 of the Code and (b) any Subsidiary of any
     Obligor.

          "Euro", "EUR", and/or "E" means the Euro referred to in Council
     Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of
     the European Union, or, if different, the then lawful currency of the
     member states of the European Union that participate in the third stage of
     Economic and Monetary Union.

          "Eurocurrency Borrowing" means each portion of the principal balance
     of the Loans at any time bearing interest at the Eurocurrency Rate.

          "Eurocurrency Loan" means a Loan made pursuant to Section 2.01(b).

          "Eurocurrency Rate" means, with respect to a Eurocurrency Borrowing
     for the relevant Interest Period, the applicable Margin Percentage from
     time to time in effect plus the applicable British Bankers' Association
     London interbank offered rate for deposits in the Designated Currency for
     such Eurocurrency Borrowing, as reported by any generally recognized
     financial information service as of 11:00 a.m. (London time) two Business
     Days prior to the first day of such Interest Period, and having a maturity
     equal to such Interest Period, provided that, if no such British Bankers'
     Association London interbank offered rate


                                      -8-
<PAGE>   15

     is available to the Administrative Agent, the applicable Eurocurrency Rate
     for the relevant Interest Period shall instead be the arithmetic average
     determined by the Administrative Agent on the basis of notification from
     the Reference Banks of the rates at which deposits in the Designated
     Currency and in immediately available funds are offered to first class
     banks in the London interbank market by the Reference Banks at 11:00 a.m.
     (London time) two Business Days before the first day of the applicable
     Interest Period and for a period equal to such Interest Period and in
     amounts substantially equal to the amount of the requested Eurocurrency
     Borrowing of each such Reference Bank comprising a part of such Borrowing.

          "Eurocurrency Rate Reserve Percentage" of any Lender for the Interest
     Period for any Eurocurrency Loan means the reserve percentage applicable
     during such Interest Period (or if more than one such percentage shall be
     so applicable, the daily average of such percentages for those days in such
     Interest Period during which any such percentage shall be so applicable)
     under regulations issued from time to time by the Federal Reserve Board or
     other applicable Government Authority for determining the maximum reserve
     requirement (including, without limitation, any emergency, supplemental or
     other marginal reserve requirement) for such Lender with respect to
     liabilities or assets consisting of or including Eurocurrency Loans having
     a term equal to such Interest Period.

          "Event of Default" shall have the meaning specified in Article IX
     hereof.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exchange Rate" means, on any Business Day, with respect to any
     calculation of the Dollar Equivalent with respect to a currency other than
     Dollars on any date, the rate at which such currency may be exchanged into
     Dollars, as set forth on such date on the relevant FWDS Series Reuters
     currency page at or about 11:00 a.m. Houston, Texas time on such date. In
     the event that such rate does not appear on any such Reuters page, the
     "Exchange Rate" with respect to such currency shall be determined by
     reference to such other publicly available service for displaying exchange
     rates as may be agreed upon by the Administrative Agent and the U.S.
     Borrower or, in the absence of such agreement, such "Exchange Rate" shall
     instead be the Administrative Agent's spot rate of exchange in the
     interbank market where its currency exchange operations in respect of such
     currency are then being conducted, at or about 10:00 A.M. local time at
     such date for the purchase of such currency with Dollars or the purchase of
     Dollars with such currency, as the case may be, for delivery two Business
     Days later; provided that if at the time of any such determination no such
     spot rate can reasonably be quoted, the Administrative Agent may use any
     reasonable method (including obtaining quotes from three or more market
     makers for such currency) as it deems appropriate to determine such rate
     and such determination shall be presumed correct absent manifest error
     (without prejudice to the determination of the reasonableness of such
     method).

          "Execution Date" means the earliest date upon which all of the
     following shall have occurred: counterparts of this Agreement shall have
     been executed by the Obligors and each Lender listed on the signature pages
     hereof and the Administrative Agent shall have received


                                      -9-
<PAGE>   16

     counterparts hereof which taken together, bear the signature of the
     Obligors, each Lender and the Administrative Agent.

          "FDIC" means the Federal Deposit Insurance Corporation (or any
     successor).

          "Federal Funds Rate" means, for any day, a fluctuating interest rate
     per annum equal for such day to 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) by the
     Federal Reserve Bank of New York, or, if such rate is not so published for
     any such day which is a Business Day, the average of the quotations for
     such day on such transactions received by the Administrative Agent from
     three Federal funds brokers of recognized standing selected by the
     Administrative Agent in its sole and absolute discretion.

          "Finance Code" means the Texas Finance Code, 1998, as amended.

          "foreign" means, when used with respect to a Subsidiary of any Person,
     a Subsidiary of such Person organized under the laws of any jurisdiction
     other than a State of the United States or the District of Columbia.

          "Foreign Currency Subfacility Amount" means $100,000,000. In
     connection with the application of any provision hereof using the term
     "Foreign Currency Subfacility Amount", any amounts denominated and funded
     in an Eligible Currency other than Dollars shall be converted to Dollars
     using the then current Exchange Rate.

          "Funding Loss" means, with respect to (a) any Borrower's payment of
     principal of a Eurocurrency Borrowing on a day other than the last day of
     the applicable Interest Period; (b) any Borrower's failure to borrow a
     Eurocurrency Borrowing on the date specified by such Borrower; (c) any
     Borrower's failure to make any prepayment of the Loans (other than Base
     Rate Borrowings) on the date specified by such Borrower, or (d) any
     cessation of a Eurocurrency Rate to apply to the Loans or any part thereof
     pursuant to Section 3.03, in each case whether voluntary or involuntary,
     any loss, expense, penalty, premium or liability actually incurred by any
     Lender (including but not limited to any loss or expense incurred by reason
     of the liquidation or reemployment of deposits or other funds acquired by
     any Lender to fund or maintain a Loan).

          "GAAP" means generally accepted accounting principles as in effect
     from time to time as set forth in the opinions, statements and
     pronouncements of the Accounting Principles Board of the American Institute
     of Certified Public Accountants and the Financial Accounting Standards
     Board.

          "Governmental Authority" means any governmental authority of the
     United States of America, the U.K., the Netherlands, any State of the
     United States, any political subdivision of the U.K. or the Netherlands, or
     of any other foreign jurisdiction and any political subdivision of any of
     the foregoing, and any central bank, agency, department,


                                      -10-
<PAGE>   17

     commission, board, bureau, court or other tribunal having or lawfully
     asserting jurisdiction over the Administrative Agent, any Lender, any
     Obligor or their respective properties.

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

          "Increase Certificate" has the meaning specified in Section 2.08.

          "Increase Deadline" has the meaning specified in Section 2.08.

          "Indebtedness" means (without duplication), with respect to any
     Person, (a) any liability (other than the October 1997 Debentures) of such
     Person (i) for borrowed money (whether or not the recourse of the lender is
     to the whole of the assets of such Person or only to a portion thereof), or
     under any reimbursement obligation relating to a letter of credit, bankers'
     acceptance or note purchase facility, (ii) evidenced by a bond, note,
     debenture or similar instrument, (iii) for the balance deferred and unpaid
     of the purchase price for any property or any obligation upon which
     interest charges are customarily paid (except for trade payables arising in
     the ordinary course of business), or (iv) for the payment of money relating
     to the principal portion of any Capitalized Lease Obligation; (b) any
     obligation of any Person secured by (or for which the holder of such
     obligation has an existing right, contingent or otherwise, to be secured
     by) a consensual Lien on property owned or acquired, whether or not any
     obligation secured thereby has been assumed, by such Person; (c) all net
     obligations of such Person as of the date of a required calculation of any
     Derivatives Obligations; (d) all Assurances of such Person of the
     Indebtedness of any other Person of the type referred to in clause (a) or
     (c); (e) Interest Rate Risk Indebtedness of such Person; and (f) any
     amendment, supplement, modification, deferral, renewal, extension or
     refunding of any liability of the types referred to above.

          "Indemnitee" has the meaning specified in Section 12.04.

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

          "Interest Options" means the Alternate Base Rate and each Eurocurrency
     Rate, and "Interest Option" means any of them.

          "Interest Payment Dates" means (a) for Base Rate Borrowings, June 30,
     2001 and the last day of each June, September, December and March
     thereafter prior to the Maturity Date, the date of any prepayment of
     principal (whether due to acceleration or otherwise), and the Maturity
     Date; and (b) for Eurocurrency Borrowings, the end of the applicable
     Interest Period (and if such Interest Period exceeds three months'
     duration, the day that would have been the last day of such Interest Period
     had it had a duration of three months), the date of


                                      -11-
<PAGE>   18

     any prepayment of principal (whether due to acceleration or otherwise), and
     the Maturity Date.

          "Interest Period" means, for each Eurocurrency Borrowing, a period
     commencing on the date such Eurocurrency Borrowing began and ending on the
     numerically corresponding day which is, subject to availability as set
     forth in Section 3.03(c)(iii), (i) one, two, three or six months
     thereafter, as any Borrower shall elect in accordance herewith or (ii) such
     other period thereafter, as the applicable Borrower and the Lenders shall
     mutually elect in accordance herewith; provided, (a) unless the
     Administrative Agent shall otherwise consent, no Interest Period with
     respect to a Eurocurrency Borrowing shall commence on a date earlier than
     three (3) Business Days after this Agreement shall have been fully
     executed; (b) any Interest Period with respect to a Eurocurrency Borrowing
     which would otherwise end on a day which is not a Business Day shall be
     extended to the next succeeding Business Day, unless such Business Day
     falls in another calendar month, in which case such Interest Period shall
     end on the next preceding Business Day; (c) any Interest Period with
     respect to a Eurocurrency Borrowing which begins on the last Business Day
     of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall end on the last Business Day of the appropriate calendar month; (d)
     no Interest Period for a Loan shall ever extend beyond the Maturity Date,
     (e) Interest Periods shall be selected by each Borrower in such a manner
     that the Interest Period with respect to any portion of the Loans which
     shall become due shall not extend beyond such due date, and (f) the U.K.
     Borrower shall not select an Interest Period which ends before October 27,
     2001.

          "Interest Rate Risk Indebtedness" means all obligations and
     Indebtedness of the Borrowers with respect to the program for the hedging
     of interest rate risk provided for in any interest rate swap agreement,
     interest rate cap agreement, interest rate collar agreement or similar
     arrangement entered into by any Borrower for the purpose of reducing such
     Borrower's exposure to interest rate fluctuations and not for speculative
     purposes, approved in writing by the Administrative Agent (such approval
     not to be unreasonably withheld), as it may from time to time be amended,
     modified, restated or supplemented.

          "ISDA" means the International Swaps and Derivatives Association, Inc.

          "Lender" has the meaning specified in the paragraph (e) on page one
     hereof.

          "Lien" means any lien, mortgage, pledge, assignment (including any
     assignment of rights to receive payments of money), security interest,
     charge or encumbrance of any kind including any conditional sale or other
     title retention agreement or any lease (excluding, however, any lease that
     is not a Capital Lease) in the nature thereof (whether voluntary or
     involuntary and whether imposed or created by operation of law or
     otherwise), and any agreement to give a lien, mortgage, pledge, assignment
     (including any assignment of rights to receive payments of money), security
     interest, charge or other encumbrance of any kind; provided, however, that
     "Lien" shall not include or cover (i) setoff rights and other standard
     arrangements for netting payment obligations in the settlement of
     obligations, arising under


                                      -12-
<PAGE>   19

     ISDA standard documents or otherwise customary in swap or hedging
     transactions; and (ii) setoff rights of banks party to Derivative
     Obligations which rights arise in the ordinary course of customary banking
     relationships.

          "Loan Documents" means, collectively, this Agreement, the Notes, the
     U.S. Borrower Guaranty, all instruments, certificates and agreements now or
     hereafter executed or delivered by any Obligor to the Administrative Agent
     or any Lender pursuant to any of the foregoing or in connection with the
     Obligations or any commitment regarding the Obligations, and all
     amendments, modifications, renewals, extensions, increases and
     rearrangements of, and substitutions for, any of the foregoing.

          "Loans" means the loans provided for by Section 2.01(a) and (b).

          "Majority Lenders" means, at any time while the Commitments are
     outstanding, Lenders having at least 51% of the aggregate amount of
     Commitments, and at any other time, Lenders having at least 51% of the
     aggregate amount of outstanding Obligations.

          "Margin Percentage" means at any time and from time to time, a
     percentage per annum equal to the applicable percentage set forth below for
     the Performance Level set forth below:


<TABLE>
<CAPTION>
                                                  Eurocurrency Borrowings
                 Performance Level                    Margin Percentage
                 -----------------                -----------------------
                <S>                              <C>
                         I                                .500%
                        II                                .625%
                       III                                .875%
                        IV                               1.125%
                         V                               1.375%
</TABLE>

     The Margin Percentage for each Eurocurrency Borrowing made pursuant to
     Section 2.02 shall be determined by reference to the Performance Level in
     effect from time to time.

          "Marketable Currency" means any currency other than Dollars (i) that
     is readily available, (ii) that is freely traded, (iii) in which deposits
     are customarily offered to banks in the London interbank market, (iv) which
     is convertible into Dollars in the London interbank market and (v) as to
     which a Dollar Equivalent may be readily calculated. If, after the
     designation by the Lenders of any currency as an Eligible Currency, (x)
     currency control or other exchange regulations are imposed in the country
     in which such currency is issued with the result that different types of
     such currency are or will be introduced, (y) such currency is, in the
     determination of the Administrative Agent, no longer readily available or
     freely traded or (z) in the determination of the Administrative Agent, a
     Dollar Equivalent of such currency is not readily calculable, the
     Administrative Agent shall promptly notify the Lenders and the Borrowers,
     and such currency shall no longer be an Eligible Currency until such time


                                      -13-
<PAGE>   20

     as all of the Lenders agree to reinstate such currency as an Eligible
     Currency and promptly, but in any event within five Business Days of
     receipt of such notice from the Administrative Agent, the Borrower shall
     repay all Loans in such affected currency or convert such Loans into Loans
     in Dollars or another Eligible Currency, subject to the other terms set
     forth in Articles II and III.

          "Material Adverse Effect" means, relative to any occurrence of
     whatever nature (including any adverse determination in any litigation,
     arbitration or governmental investigation or proceeding) and after taking
     into account actual insurance coverage and effective indemnification with
     respect to such occurrence, (a) a material adverse effect on the financial
     condition, business or operations of the U.S. Borrower and its consolidated
     Subsidiaries taken as a whole, (b) the impairment of (i) the ability of the
     Obligors to collectively perform their payment or other material
     obligations hereunder or under the Notes and other Loan Documents or (ii)
     the ability of the Administrative Agent or the Lenders to realize the
     material benefits intended to be provided by the Obligors under the Loan
     Documents or (c) the subjection of the Administrative Agent or any Lender
     to any civil or criminal liability arising in connection with the Loan
     Documents.

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

          "Maturity Date" means the date of maturity of the Notes and the other
     Obligations, which is April 26, 2004.

          "Maximum Lawful Rate" means, on any day, the maximum nonusurious rate
     of interest permitted for that day by whichever of applicable United States
     federal or Texas laws or, in the case of advances made to the U.K.
     Borrower, the Dutch Borrower, or any other Subsidiary Borrower, whichever
     of applicable U.K., Dutch, or other laws, as applicable, (or the laws of
     any other jurisdiction whose usury laws are deemed to apply to the Notes or
     any other Loan Documents despite the intention and desire of the express
     choice of law provisions set forth herein) permits the higher interest
     rate, stated as a rate per annum. On each day, if any, that Section 303.301
     of the Finance Code establishes the Maximum Lawful Rate, the Maximum Lawful
     Rate shall be the weekly rate ceiling therein for that day. The
     Administrative Agent may from time to time, as to current and future
     balances, implement any other ceiling under the Finance Code by notice to
     the Borrowers, if and to the extent permitted by the Finance Code. Without
     notice to the Borrowers or any other Person, the Maximum Lawful Rate shall
     automatically fluctuate upward and downward as and in the amount by which
     such maximum nonusurious rate of interest permitted by applicable law
     fluctuates.


                                      -14-
<PAGE>   21


          "May 1996 Debenture Indenture" means the Indenture dated as of May 17,
     1996, from the U.S. Borrower to The Bank of New York, as Trustee, as
     amended and supplemented to the Execution Date.

          "May 1996 Debentures" means the U.S. Borrower's debentures issued
     pursuant to the May 1996 Debenture Indenture.

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

          "Multiemployer Plan" means any plan which is a "multiemployer plan"
     (as such term is defined in Section 4001(a)(3) of ERISA).

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

          "Non-U.K. Bank" has the meaning specified in Section 4.06(e)(ii)(A)
     hereof.


          "Notes" has the meaning specified in Section 2.05 hereof.

          "Obligations" means, as at any date of determination thereof, the sum
     of the following: (a) the aggregate principal amount of Loans outstanding
     hereunder on such date, plus (b) all other outstanding liabilities,
     obligations and indebtedness of any Obligor under any Loan Document on such
     date.

          "Obligors" means each Borrower and the U.S. Borrower as guarantor of
     the Guaranteed Obligations.

          "October 1997 Debenture Indenture" means the Indenture dated as of
     October 15, 1997, from the U.S. Borrower to The Chase Manhattan Bank, as
     Trustee, as amended and supplemented to the Execution Date.

          "October 1997 Debentures" means the U.S. Borrower's 5% Convertible
     Subordinated Preferred Equivalent Debentures due 2027 issued pursuant to
     the October 1997 Debenture Indenture.

          "OECD" means the Organization for Economic Cooperation and Development
     (or any successor thereto).

          "Other Taxes" has the meaning specified in Section 4.06(b) hereof.


                                      -15-
<PAGE>   22


          "Past Due Rate" means, on any day, a rate per annum equal to (a) for
     Base Rate Borrowings, the applicable Alternate Base Rate plus 2% and (b)
     for Eurocurrency Borrowings, the applicable Eurocurrency Rate plus 2%.

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

          "Performance Level" means a reference to one of Performance Level I,
     Performance Level II, Performance Level III, Performance Level IV or
     Performance Level V.

          "Performance Level I" means, at any date of determination, the U.S.
     Borrower shall have a Debt Rating in effect on such date of A- or better by
     S&P and A3 or better by Moody's.

          "Performance Level II" means, at any date of determination, (a) the
     Performance Level does not meet the requirements of Performance Level I and
     (b) the U.S. Borrower shall have a Debt Rating in effect on such date of
     BBB+ or better by S&P and Baa1 or better by Moody's.

          "Performance Level III" means, at any date of determination, (a) the
     Performance Level does not meet the requirements of Performance Level I or
     Performance Level II and (b) the U.S. Borrower shall have a Debt Rating in
     effect on such date of BBB or better by S&P and Baa2 or better by Moody's.

          "Performance Level IV" means, at any date of determination, (a) the
     Performance Level does not meet the requirements of Performance Level I,
     Performance Level II or Performance Level III and (b) the U.S. Borrower
     shall have a Debt Rating in effect on such date of BBB- or better by S&P
     and Baa3 or better by Moody's.

          "Performance Level V" means, at any date of determination, the
     Performance Level does not meet the requirements of Performance Level I,
     Performance Level II, Performance Level III or Performance Level IV.

          "Permitted Liens" means, without duplication,

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

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


                                      -16-
<PAGE>   23


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

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

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

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

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

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

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


                                      -17-
<PAGE>   24


               (j) leases or subleases granted to others not interfering in any
          material respect with the business of the U.S. Borrower or any
          Subsidiary;

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

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

               (m) Liens in favor of collecting or payor banks having a right of
          setoff, revocation, refund or chargeback with respect to money or
          instruments of the U.S. Borrower or any Subsidiary on deposit with or
          in possession of such bank; and

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

               "Person" means any individual, corporation, limited or general
          partnership, limited liability company, joint venture, association,
          joint stock company, trust, unincorporated organization or other
          entity, or any Governmental Authority.

               "Plan" means an employee pension benefit plan which is covered by
          Title IV of ERISA or subject to the minimum funding standards under
          Section 412 of the Code and is either (a) maintained by any Borrower
          or any ERISA Affiliate for employees of any Borrower or any ERISA
          Affiliate or (b) maintained pursuant to a collective bargaining
          agreement or any other arrangement under which more than one employer
          makes contributions and to which any Borrower or any ERISA Affiliate
          is then making or accruing an obligation to make contributions or has
          within the preceding five plan years made contributions.

               "Pounds Sterling" and/or "(pound)" means lawful money of the
          United Kingdom of Great Britain and Northern Ireland.

               "Principal Office" means (a) for Loans denominated in Dollars,
          the principal office of the Administrative Agent, presently located at
          1 Bank One Plaza, Suite IL1-0429, 8th Floor, Chicago, Illinois
          60670-0429 and (b) for Loans denominated in an Eligible Currency other
          than Dollars, the office of the Administrative Agent which is located
          at One Triton Square, London NW13FN, England.

               "Quarterly Dates" means the last day of each March, June,
          September and December, provided that if any such date is not a
          Business Day, then the relevant Quarterly Date shall be the next
          succeeding Business Day.


                                      -18-
<PAGE>   25


               "Rate Designation Date" means that Business Day which is (a) in
          the case of Base Rate Borrowings, 11:00 a.m., Houston, Texas time on
          the date of such borrowing, and (b) in the case of Eurocurrency
          Borrowings, 11:00 a.m., Houston, Texas time on the date three Business
          Days preceding the first day of any proposed Interest Period.

               "Rate Designation Notice" means a written notice substantially in
          the form of Exhibit 1.01A.

               "Reference Banks" means Bank One, NA, ABN AMRO Bank N.V. and The
          Royal Bank of Scotland plc.

               "Regulation A" means Regulation A of the Board (respecting loans
          to depository institutions), as the same is from time to time in
          effect, and all official rulings and interpretations thereunder or
          thereof.

               "Regulation D" means Regulation D of the Board (respecting
          reserve requirements), as the same is from time to time in effect, and
          all official rulings and interpretations thereunder or thereof.

               "Regulation U" means Regulation U of the Board (respecting margin
          credit extended by banks), as the same is from time to time in effect,
          and all official rulings and interpretations thereunder or thereof.

               "Regulation X" means Regulation X of the Board (respecting
          borrowers who obtain margin credit), as the same is from time to time
          in effect, and all official rulings and interpretations thereunder or
          thereof.

               "Regulatory Change" means with respect to any Lender, any change
          on or after the date of this Agreement in any Requirement of Law
          (including, without limitation, Regulation D) or the adoption or
          making on or after such date of any interpretation, directive or
          request applying to a class of lenders including such Lender under any
          Requirement of Laws (whether or not having the force of law) by any
          Governmental Authority.

               "Reportable Event" means an event described in Section 4043(c) of
          ERISA with respect to a Plan as to which the 30-day notice requirement
          has not been waived by the PBGC.

               "Request for Extension of Credit" means a request for extension
          of credit duly executed by the chief executive officer, chief
          financial officer or treasurer of the U.S. Borrower, a director of the
          U.K. Borrower or Dutch Borrower, or an authorized officer or director
          of any other Subsidiary Borrower certified in writing to the
          Administrative Agent as authorized to sign on behalf of such
          Subsidiary Borrower, as the case may be, or any other Person duly
          authorized by one of such officers, appropriately completed and
          substantially in the form of Exhibit 1.01B-1 (U.S. Borrower) or
          Exhibit 1.01B-2 (Subsidiary Borrower), as the case may be.


                                      -19-
<PAGE>   26


               "Requirement of Law" means, as to any Person, any law, treaty,
          rule or regulation or determination of an arbitrator or a court or
          other Governmental Authority, in each case applicable to or binding
          upon such Person or any of its property or to which such Person or any
          of its property is subject.

               "Reset Date" has the meaning specified in Section 2.07(a).

               "Responsible Officer" means, with respect to any Obligor, the
          President, the chief financial officer, the controller or any vice
          president of such Obligor, or an individual specifically authorized by
          the Board of Directors of such Obligor to sign on behalf of such
          Obligor.

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

               "Stated Rate" means the effective weighted per annum rate of
          interest applicable to the Obligations; provided, that if on any day
          such rate shall exceed the Maximum Lawful Rate for that day, the
          Stated Rate shall be fixed at the Maximum Lawful Rate on that day and
          on each day thereafter until the total amount of interest accrued at
          the Stated Rate on the unpaid principal balances of the Notes and the
          other Obligations plus the Additional Interest equals the total amount
          of interest which would have accrued if there had been no Maximum
          Lawful Rate. If the Obligations mature (or are prepaid) before such
          equality is achieved, then, in addition to the unpaid principal and
          accrued interest then owing pursuant to the other provisions of the
          Loan Documents, the applicable Borrower promises to pay on demand to
          the order of the holder of the applicable Obligations interest in an
          amount equal to the excess (if any) of (a) the lesser of (i) the total
          interest which would have accrued on such Obligations if the Stated
          Rate had been defined as equal to the Maximum Lawful Rate from time to
          time in effect and (ii) the total interest which would have accrued on
          such Obligations if the Stated Rate were not so prohibited from
          exceeding the Maximum Lawful Rate, over (b) the total interest
          actually accrued on such Obligations to such maturity (or prepayment)
          date. Without notice to any Borrower or any other Person, the Stated
          Rate shall automatically fluctuate upward and downward in accordance
          with the provisions of this definition.

               "Subsidiary" means (a) a corporation a majority of whose Voting
          Stock is at the time, directly or indirectly, owned by such Person, by
          one or more subsidiaries of such Person or by such Person and one or
          more subsidiaries of such Person, (b) a partnership in which such
          Person or a subsidiary of such Person is, at the date of
          determination, a general or limited partner of such partnership, but
          only if such Person or its subsidiary is entitled to receive more than
          50% of the assets of such partnership upon its dissolution, or (c) any
          other Person (other than a corporation or partnership) in which such
          Person, directly or indirectly, at the date of determination thereof,
          has (i) at least a majority ownership interest or (ii) the power to
          elect or direct the election of a majority of the directors or other
          governing body of such Person. Unless the context otherwise clearly
          requires, references in this Agreement to a "Subsidiary" or the
          "Subsidiaries" refer to a Subsidiary or the Subsidiaries of the U.S.
          Borrower.


                                      -20-
<PAGE>   27


               "Subsidiary Borrowers" means the U.K. Borrower, the Dutch
          Borrower, and any other Subsidiary of the U.S. Borrower which becomes
          a Subsidiary Borrower pursuant to Section 2.09.

               "Subsidiary Borrower Obligations" means, as at any date of
          determination thereof (determined without duplication), the aggregate
          principal amount of the Loans outstanding to the Subsidiary Borrowers
          hereunder on such date, together with any accrued and unpaid interest
          and fees in respect of such Loans.

               "Taxes" shall have the meaning ascribed to it in Section 4.06.

               "Termination Date" means the earlier of (a) the Maturity Date or
          (b) the earlier date of the acceleration of the maturity of the
          Obligations pursuant to Section 9.01.

               "Total Capitalization" means, at any date, the sum of
          Consolidated Indebtedness and Net Worth and the outstanding principal
          amount of the October 1997 Debentures at such date.

               "Total Foreign Currency Exposure" means, at any time and without
          duplication, the sum of the aggregate principal amounts of the then
          outstanding Eurocurrency Loans denominated and funded in an Eligible
          Currency other than Dollars, expressed in Dollars using, where
          applicable, the then current Exchange Rate.

               "U.K. Bank" has the meaning specified in Section 4.06(e)(ii)(B)
          hereof.


               "U.K. Borrower" has the meaning specified in paragraph (b) on
          page one hereof.

               "U.S. Borrower" has the meaning specified in paragraph (a) on
          page one hereof.

               "U.S. Borrower Guaranty" means the guaranty contained in Article
          XI.

               "Voting Stock" means, with respect to any Person, securities of
          any class or classes of Capital Stock in such Person entitling holders
          thereof (whether at all times or only so long as no senior class of
          stock has voting power by reason of any contingency) to vote in the
          election of members of the Board of Directors or other governing body
          of such Person.

               "Wholly-Owned Subsidiary" means a Subsidiary of which all issued
          and outstanding Capital Stock (excluding directors' qualifying shares)
          is directly or indirectly owned by the U.S. Borrower.

               SECTION 1.02. Types of Borrowings. Borrowings hereunder are
          distinguished by "Type." The "Type" of a Loan refers to the
          determination whether such Loan is a part of a Eurocurrency Borrowing
          or part of a Base Rate Borrowing.


                                      -21-
<PAGE>   28


     SECTION 1.03. Accounting Terms; Changes in GAAP. All accounting and
financial terms used herein and not otherwise defined herein and the compliance
with each covenant contained herein which relates to financial matters shall be
determined in accordance with GAAP applied by the U.S. Borrower on a consistent
basis, except to the extent that a deviation therefrom is expressly stated.
Should there be a change in GAAP from that in effect on the Execution Date, such
that the defined terms set forth in Section 1.01 or the covenants set forth in
Article VIII would then be calculated in a different manner or with different
components or would render the same not meaningful criteria for evaluating the
matters contemplated to be evidenced by such covenants, (a) the U.S. Borrower
and the Lenders agree, within the 60-day period following any such change, to
negotiate in good faith and enter into an amendment to this Agreement in order
to conform the defined terms set forth in Section 1.01 or the covenants set
forth in Article VIII, or both, in such respects as shall reasonably be deemed
necessary by the Majority Lenders so that the criteria for evaluating the
matters contemplated to be evidenced by such covenants are substantially the
same criteria as were effective prior to any such change in GAAP or Statutory
Accounting Practices, and (b) the U.S. Borrower shall be deemed to be in
compliance with such covenants during the 60-day period following any such
change, or until the earlier date of execution of such amendment, if and to the
extent that the U.S. Borrower would have been in compliance therewith under GAAP
as in effect immediately prior to such change.

     SECTION 1.04. Interpretation. (a) In this Agreement, unless a clear
contrary intention appears:

          (i) the singular number includes the plural number and vice versa;

          (ii) reference to any gender includes each other gender;

          (iii) the words "herein," "hereof" and "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     Article, Section or other subdivision;

          (iv) reference to any Person includes such Person's successors and
     assigns but, if applicable, only if such successors and assigns are
     permitted by this Agreement, and reference to a Person in a particular
     capacity excludes such Person in any other capacity or individually,
     provided that nothing in this clause (iv) is intended to authorize any
     assignment not otherwise permitted by this Agreement;

          (v) except as expressly provided to the contrary herein, reference to
     any agreement, document or instrument (including this Agreement) means such
     agreement, document or instrument as amended, supplemented or modified and
     in effect from time to time in accordance with the terms thereof and, if
     applicable, the terms hereof, and reference to any Note or other note
     includes any note issued pursuant hereto in extension or renewal thereof
     and in substitution or replacement therefor;

          (vi) unless the context indicates otherwise, reference to any Article,
     Section, Schedule or Exhibit means such Article or Section hereof or such
     Schedule or Exhibit hereto;


                                      -22-
<PAGE>   29


          (vii) the word "including" (and with correlative meaning "include")
     means including, without limiting the generality of any description
     preceding such term;

          (viii) with respect to the determination of any period of time, except
     as expressly provided to the contrary, the word "from" means "from and
     including" and the word "to" means "to but excluding";

          (ix) reference to any law, rule or regulation means such as amended,
     modified, codified or reenacted, in whole or in part, and in effect from
     time to time; and

          (x) the term "annualized" as used herein shall mean the multiplication
     of the applicable amount for any given period by a fraction, the numerator
     of which is 365 or 366 (whichever may be the number of days in the
     applicable year) and the denominator of which is the number of days elapsed
     in such year.

          (b) The Article and Section headings herein and the Table of Contents
     are for convenience only and shall not affect the construction hereof.

          (c) No provision of this Agreement shall be interpreted or construed
     against any Person solely because that Person or its legal representative
     drafted such provision.


                                   ARTICLE II
                               COMMITMENTS; LOANS

     SECTION 2.01. Loans. Each Lender severally agrees, subject to all of the
terms and conditions of this Agreement to make Loans as follows:

     (a) Base Rate Loans. From time to time on or after the Effective Date and
during the Availability Period, each Lender shall make loans denominated and
funded in Dollars under this Section 2.01(a) ("Base Rate Loans") to the U.S.
Borrower in an aggregate principal amount at any one time outstanding up to but
not exceeding such Lender's Commitment Percentage of the Aggregate Commitment
Amount minus the aggregate principal amount of the Dollar Equivalent of the
Eurocurrency Loans owing to such Lender at such time. Subject to the conditions
in this Agreement, any such Base Rate Loan repaid prior to the Termination Date
may be reborrowed pursuant to the terms of this Agreement; provided, that any
and all such Base Rate Loans shall be due and payable in full on the Termination
Date. The aggregate of all Base Rate Loans to be made by the Lenders in
connection with a particular borrowing shall be equal to the lesser of (i) the
unutilized portion of the Commitments and (ii) $1,000,000 or any integral
multiple of $500,000 in excess thereof.

     (b) Eurocurrency Loans. (i) From time to time on or after the Effective
Date and during the Availability Period, each Lender shall make loans
denominated and funded in Eligible Currencies under this Section 2.01(b)
("Eurocurrency Loans") to the U.S. Borrower and the Subsidiary Borrowers in an
aggregate principal amount at any one time outstanding


                                      -23-
<PAGE>   30
up to but not exceeding such Lender's Commitment Percentage of the Aggregate
Commitment Amount minus the aggregate principal amount of the Base Rate Loans
owing to such Lender at such time; provided that the aggregate of all
Eurocurrency Loans which are denominated and funded in an Eligible Currency
other than Dollars may not exceed the Foreign Currency Subfacility Amount.
Subject to the conditions in this Agreement, any such Eurocurrency Loan repaid
prior to the Termination Date may be reborrowed pursuant to the terms of this
Agreement; provided, that any and all such Eurocurrency Loans shall be due and
payable in full on the Termination Date. The aggregate of all Eurocurrency Loans
to be made by the Lenders in connection with a particular borrowing shall be
equal to the lesser of (A)(1) in the case of Eurocurrency Loans denominated in
currencies other than Dollars, the unutilized portion of the Foreign Currency
Subfacility Amount and (2) in the case of Eurocurrency Loans denominated in
Dollars, the unutilized portion of the Commitments and (B) $3,000,000,
(pound)3,000,000, (euro)3,000,000, or a similar rounded amount to be determined
for any other Eligible Currency by the Administrative Agent, as appropriate for
such Loan's Designated Currency, or any integral multiple of $1,000,000,
(pound)1,000,000, or (euro)1,000,000, or a similar rounded amount to be
determined for any other Eligible Currency by the Administrative Agent, as
appropriate, in excess thereof.

     (ii) Anything in this subsection 2.01(b) to the contrary notwithstanding,
(A) at no time shall any Eurocurrency Loan denominated in a currency other than
Dollars be made if, after giving effect thereto, the aggregate Dollar Equivalent
of the then outstanding Eurocurrency Loans of all the Lenders denominated in
currencies other than Dollars would exceed $100,000,000, and (B) at no time
shall any Eurocurrency Loan be made if, after giving effect thereto, the
outstanding Obligations would exceed the Aggregate Commitment Amount or the
Obligations owing to any Lender would exceed such Lender's Commitment.

     SECTION 2.02. Terminations or Reductions of Commitments.


     (a) Mandatory. On the Termination Date, all Commitments shall be terminated
in their entirety.


     (b) Optional. The U.S. Borrower shall have the right to terminate or reduce
the unused portion of the Commitments at any time or from time to time, provided
that (i) the U.S. Borrower shall give notice of each such termination or
reduction to the Administrative Agent as provided in Section 4.03 and (ii) each
such partial reduction shall be in an integral multiple of $5,000,000.
Notwithstanding the foregoing, the Borrowers may not reduce the Commitments
below the then outstanding principal balance of the Obligations. No termination
or reduction of the Commitments pursuant to this provision may be reinstated
without the prior written approval of the Administrative Agent and all the
Lenders.

     SECTION 2.03. Commitment and Utilization Fees. (a) The U.S. Borrower shall
pay to the Administrative Agent, for the account of each Lender, commitment fees
for the period from the Effective Date to and including the Termination Date at
a rate per annum equal to the Commitment Fee Percentage. Such commitment fees
shall be computed and accrued (on the basis of the actual number of days elapsed
in a year composed of 360 days) on each day and shall be based


                                      -24-
<PAGE>   31

on the excess of (x) the aggregate amount of each Lender's Commitment for such
day over (y) the aggregate unpaid principal balance (in Dollars) of such
Lender's Loans on such day. Accrued commitment fees shall be payable in arrears
on the Quarterly Dates prior to the Termination Date and on the Termination
Date, with any Obligations under Eurocurrency Loans denominated in currencies
other than Dollars converted to their Dollar Equivalents on each such date for
the purposes of each such calculation.

     (b) The U.S. Borrower shall pay to the Administrative Agent, for the
account of each Lender, utilization fees for the period from the Effective Date
to and including the Termination Date at a rate per annum equal to 0.125%. Such
utilization fees (i) shall be computed (on the basis of the actual number of
days elapsed in a year composed of 360 days) on each day on which the aggregate
unpaid principal balance (in Dollars) of each Lender's Loans on such day exceeds
33-1/3% of the aggregate amount of such Lender's Commitment for such day and
(ii) shall be based on the aggregate unpaid principal balance (in Dollars) of
each Lender's Loans on such day. Accrued utilization fees shall be payable in
arrears on the Quarterly Dates prior to the Termination Date and on the
Termination Date, with any Obligations under Eurocurrency Loans denominated in
currencies other than Dollars converted to their Dollar Equivalents on each such
date for the purposes of each such calculation.

     (c) All past due fees payable under this Section 2.03 shall bear interest
at the Past Due Rate.


     SECTION 2.04. Several Obligations. The failure of any Lender to make any
Loan to be made by it on the date specified therefor shall not relieve any other
Lender of its obligation to make its Loan on such date, but neither the
Administrative Agent nor any Lender shall be responsible or liable for the
failure of any other Lender to make a Loan. Notwithstanding anything contained
herein to the contrary, if a Lender fails to make a Loan as and when required
hereunder, then upon each subsequent event which would otherwise result in
payments of principal being made to the defaulting Lender, the amount which
would have been paid to the defaulting Lender shall be divided among the
non-defaulting Lenders ratably according to their respective Commitment
Percentages until the Obligations of each Lender (including the defaulting
Lender) are equal to such Lender's Commitment Percentage of the total
Obligations.


     SECTION 2.05. Notes. The Loans made by each Lender shall be evidenced by a
Note made by the U.S. Borrower, a Note made by the U.K. Borrower, a Note made by
the Dutch Borrower, and a Note made by each other Subsidiary Borrower, if any,
each in substantially the form of Exhibit 1.01C, each payable to the order of
such Lender in a principal amount equal to the Commitment of such Lender, and
each otherwise duly completed. The promissory notes described in this Section
2.05 are each, together with all renewals, extensions, modifications and
replacements thereof and substitutions therefor, called a "Note" and
collectively called the "Notes". Each Lender is hereby authorized by each
Borrower to note in such Lender's records or endorse on the schedule (or a
continuation thereof) that may be attached to each Note of such Lender, to the
extent applicable, the date, amount, type of and the applicable period of
interest for each Loan made by such Lender to the applicable Borrower hereunder,
and the amount of each payment or prepayment of principal of such Loan received
by such Lender, provided, that any failure by such Lender to make any such


                                      -25-
<PAGE>   32

endorsement shall not affect the obligations of any Borrower under such Note or
hereunder in respect of such Loan.

     SECTION 2.06. Use of Proceeds. The proceeds of the Loans shall be used by
the Borrowers for working capital and general corporate purposes. Neither the
Administrative Agent nor any Lender shall have any responsibility as to the use
of any proceeds of the Loans.

     SECTION 2.07. Currency Fluctuations and Mandatory Prepayments of Foreign
Currency Amounts. (a) Not later than 1:00 p.m., Houston, Texas time, on each
Calculation Date, the Administrative Agent shall determine the Exchange Rate as
of such Calculation Date. The Exchange Rate so determined shall become effective
on the first Business Day immediately following the relevant Calculation Date (a
"Reset Date") and shall remain effective until the next succeeding Calculation
Date.

     (b) Not later than 3:00 p.m., Houston, Texas time, on each Reset Date, the
Administrative Agent shall determine the Total Foreign Currency Exposure and the
aggregate outstanding unpaid Obligations (each expressed in Dollars).

     (c) If, on any Reset Date, the aggregate Obligations exceed the aggregate
Commitments by 5% or more, then (i) the Administrative Agent shall give notice
thereof to the Lenders and the Borrowers and (ii) the Borrowers shall within two
(2) Business Days thereafter repay or prepay Loans in accordance with this
Agreement in an aggregate principal amount sufficient to reduce the sum of the
aggregate Obligations to the aggregate Commitments.

     (d) If, on any Reset Date which is also the first Business Day of April,
July, October, or January, the Total Foreign Currency Exposure exceeds
$100,000,000 by 5% or more, then (i) the Administrative Agent shall give notice
thereof to the Borrowers and the Lenders and (ii) the Borrowers shall within two
(2) Business Days thereafter repay or prepay Loans in accordance with this
Agreement in an aggregate principal amount such that, after giving effect
thereto, the Total Foreign Currency Exposure shall not exceed $100,000,000.

     (e) If, on any Reset Date which is not the first Business Day of April,
July, October, or January, the Total Foreign Currency Exposure exceeds
$100,000,000 by 5% or more, then (i) the Administrative Agent shall give notice
thereof to the Borrowers and the Lenders, (ii) the Administrative Agent shall
determine whether the aggregate Obligations exceed the aggregate Commitments,
and (iii) if the aggregate Obligations do exceed the aggregate Commitments, then
the Borrowers shall within two (2) Business Days thereafter repay or prepay
Loans in accordance with this Agreement in an aggregate principal amount such
that, after giving effect thereto, the aggregate Obligations shall not exceed
the aggregate Commitments. If the Administrative Agent determines, pursuant to
clause (ii) of the immediately preceding sentence, that the aggregate
Obligations do not exceed the aggregate Commitments, then no payment or
prepayment shall be required under this Section 2.07(e).


                                      -26-
<PAGE>   33


     (f) Any prepayment required to be made pursuant to this subsection shall be
accompanied by payment of amounts payable, if any, pursuant to Section 3.03 in
respect of the amount to be prepaid.

     SECTION 2.08. Increase in Commitment Amount. If no Default or Event of
Default has occurred and is continuing, the U.S. Borrower may request an
increase of the Lenders' Commitments by giving written notice of such request to
the Administrative Agent no later than April 25, 2004. The Administrative Agent
shall notify each Lender of the U.S. Borrower's request and shall provide each
Lender with a certificate in substantially the form of Exhibit 2.08 hereto
("Increase Certificate"). Each Lender shall have the option to increase its
Commitment by an amount equal to its Commitment Percentage multiplied by the
total increase requested, and shall indicate its decision to increase its
Commitment by signing the Increase Certificate and returning it to the
Administrative Agent no later than ten Business Days after the Administrative
Agent's notification of the Lenders ("Increase Deadline"). If all of the Lenders
do not execute and return the Increase Certificate by the Increase Deadline, one
or more financial institutions ("Additional Lenders") may become Lenders under
this Agreement, with the consent of the U.S. Borrower, the Administrative Agent,
and the Majority Lenders, in order to provide the requested increase in
aggregate Commitments. Any such Additional Lender shall indicate its decision to
enter this Agreement by signing the Increase Certificate and returning it to the
Administrative Agent. Upon receipt by the Administrative Agent of an executed
Increase Certificate, effective on the effective date set forth in such Increase
Certificate, and without further action by the Borrowers, the Administrative
Agent or any Lender, (a) the Commitment of each existing Lender which is a party
to the Increase Certificate shall increase automatically by the amount indicated
in such Increase Certificate, (b) each Additional Lender, if there are any,
shall become a party in all respects to this Agreement and the other Loan
Documents, with a Commitment in the amount indicated in the Increase
Certificate, and (c) each of the Dollar amount shown on the title page of this
Agreement, the Dollar amount contained in the definition of "Aggregate
Commitment Amount", and Schedule 1.01(a) hereto shall be amended to reflect the
increased Commitments of the existing Lenders and the Commitments of any
Additional Lenders; PROVIDED, HOWEVER, that (i) the Aggregate Commitment Amount
may not exceed $400,000,000 at any time during the term of this Agreement and
(ii) no Lender's Commitment may be increased pursuant to this section without
its prior written consent.

     SECTION 2.09. Additional Subsidiary Borrowers. Upon the request by the U.S.
Borrower and approval by the Administrative Agent, any Wholly-Owned Subsidiary
of the U.S. Borrower may become a Subsidiary Borrower under this Agreement (each
such Subsidiary becoming a Subsidiary Borrower pursuant to this Section 2.09
being an "Additional Subsidiary Borrower") provided that such Additional
Subsidiary Borrower shall execute and deliver to the Administrative Agent a
Joinder Agreement in substantially the form of the attached Exhibit 2.09,
together with such evidence of corporate authority to enter into such Joinder
Agreement as the Administrative Agent may reasonably request, including without
limitation, opinions of legal counsel regarding such corporate authority and the
enforceability of such Joinder Agreement and such other documents and
governmental certificates as the Administrative Agent may reasonably request.


                                   ARTICLE III



                                      -27-
<PAGE>   34



                  BORROWINGS, PREPAYMENTS AND INTEREST OPTIONS

     SECTION 3.01. Borrowings. The applicable Borrower shall give the
Administrative Agent notice of each borrowing to be made hereunder as provided
in Section 4.03, and the Administrative Agent shall promptly notify each
applicable Lender of such request. Not later than 12:00 noon, Houston, Texas
time, on the date specified for each such borrowing hereunder, each Lender shall
make available the amount of the Loan, if any, to be made by it on such date to
the Administrative Agent at the Principal Office, in immediately available
funds, for the account of the applicable Borrower. Such amounts received by the
Administrative Agent will be held in an account maintained by the applicable
Borrower with the Administrative Agent. The amounts so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the applicable Borrower by wiring or otherwise
transferring, in immediately available funds, such amount to an account
designated by the applicable Borrower and approved by the Administrative Agent.

     SECTION 3.02. Prepayments.


     (a) Optional Prepayments. Except as provided in Section 3.03, each Borrower
shall have the right to prepay, on any Business Day, in whole or in part,
without the payment of any penalty or fee, any of the Obligations at any time or
from time to time, provided that the applicable Borrower shall give the
Administrative Agent notice of each such prepayment as provided in Section 4.03.
Each optional prepayment on a Loan made up of Base Rate Borrowings shall be in
an amount equal to an integral multiple of $1,000,000. Each optional prepayment
on a Loan made up of Eurocurrency Borrowings shall be in an amount no less than
$5,000,000, (pound)5,000,000, or _5,000,000, or a similar rounded amount to be
determined for any other Eligible Currency by the Administrative Agent, as
appropriate for such Loan's Designated Currency, or any integral multiple of
$1,000,000, (pound)1,000,000, or _1,000,000, or a similar rounded amount to be
determined for any other Eligible Currency by the Administrative Agent, as
appropriate, in excess thereof.

     (b) Interest Payments. Accrued and unpaid interest on the unpaid principal
balance of the Notes shall be due and payable in arrears on the Interest Payment
Dates; provided that no interest payment shall be made by the U.K. Borrower on
any date prior to October 27, 2001, and any interest due and payable by the U.K.
Borrower on any date prior to October 27, 2001 shall be due and payable in
arrears on October 27, 2001.

     (c) Mandatory Prepayments. On the date that a Change of Control of the type
described in clause (c) of the definition of that term occurs and on the date
that is 15 days after the occurrence of any other type of Change of Control, the
Borrowers shall prepay the outstanding principal amount of the Loans in
immediately available funds, and the Commitments shall terminate.


                                      -28-
<PAGE>   35


     SECTION 3.03. Interest Options.


     (a) Options Available. The outstanding principal balance of Eurocurrency
Loans shall bear interest at the applicable Eurocurrency Rate, and the
outstanding principal balance of Base Rate Loans shall bear interest at the
Alternate Base Rate; provided, that all past due amounts, both principal and
accrued interest, shall bear interest at the Past Due Rate. The records of the
Administrative Agent and each of the Lenders with respect to Interest Options,
Interest Periods and the amounts of the Loans to which they are applicable shall
be presumed correct, absent manifest error. Interest on the amount of each
advance against the Notes shall be computed on the amount of that advance and
from the date it is made. Notwithstanding anything in this Agreement to the
contrary, for the full term of the Notes the interest rate produced by the
aggregate of all sums paid or agreed to be paid to the holders of the Notes for
the use, forbearance or detention of the debt evidenced thereby (including all
interest on the Notes at the Stated Rate plus the Additional Interest) shall not
exceed the Maximum Lawful Rate.

     (b) Designation and Conversion. Each Borrower shall have the right to
designate or convert its Interest Options in accordance with the provisions
hereof. Provided no Default or Event of Default has occurred and is continuing
and subject to the last sentence of Section 3.03(a) and the provisions of
Section 3.03(c), each Borrower may elect to have a Eurocurrency Rate apply or
continue to apply to all or any portion of the principal balance of its Notes.
Each change in Interest Options shall be a conversion of the rate of interest
applicable to the specified portion of the Loans, but such conversion shall not
change the respective outstanding principal balances of the applicable Notes.
The Interest Options shall be designated or converted in the manner provided
below:

          (i) The applicable Borrower shall give the Administrative Agent a
     written Rate Designation Notice (and the Administrative Agent shall
     promptly inform each applicable Lender thereof). Each such written notice
     shall specify the amount of the Loan which is the subject of the
     designation, if any; the amount of borrowings into which such borrowings
     are to be converted or for which an Interest Option is designated; the
     proposed date for the designation or conversion and the Interest Period or
     Periods, if any, selected by the applicable Borrower. Such notice shall be
     irrevocable and shall be given to the Administrative Agent no later than
     the applicable Rate Designation Date.

          (ii) No more than seven Eurocurrency Borrowings shall be in effect
     with respect to the Eurocurrency Loans at any time, no more than five of
     which shall be in effect with respect to Eurocurrency Loans denominated in
     currencies other than Dollars at any time. No single Eurocurrency Borrowing
     may include Loans in different currencies.

          (iii) Each designation or conversion of a Eurocurrency Borrowing shall
     occur on a Business Day.

          (iv) Except as provided in Section 3.03(c), no Eurocurrency Borrowing
     shall be converted to a Base Rate Borrowing or another Eurocurrency
     Borrowing on any day other than the last day of the applicable Interest
     Period.


                                      -29-
<PAGE>   36


          (v) Each request for a Eurocurrency Borrowing shall be in an amount
     equal to or greater than $3,000,000, (pound)3,000,000, (euro)3,000,000, or
     a similar rounded amount to be determined for any other Eligible Currency
     by the Administrative Agent, as appropriate for such Loan's Designated
     Currency, or any integral multiple of $1,000,000, (pound)1,000,000, or
     (euro)1,000,000, or a similar rounded amount to be determined for any
     other Eligible Currency by the Administrative Agent, as appropriate, in
     excess thereof.

          (vi) Each designation of an Interest Option with respect to the Notes
     shall apply to all of the Notes ratably in accordance with their respective
     outstanding principal balances, except that outstanding Eurocurrency
     Borrowings denominated in currencies other than Dollars shall always bear
     interest at the Eurocurrency Rate. If any Lender assigns an interest in any
     of its Notes when any Eurocurrency Borrowing is outstanding with respect
     thereto, then such assignee shall have its ratable interest in such
     Eurocurrency Borrowing.

          (vii) For the avoidance of doubt, it is understood that no Borrower
     may, pursuant to this Section, (i) elect to convert the currency in which
     any Loan is denominated or (ii) elect to convert Eurocurrency Borrowings
     denominated in currencies other than Dollars to Base Rate Borrowings.

     (c) Special Provisions Applicable to Eurocurrency Borrowings.


          i) Options Unlawful. If the adoption of any applicable Requirement of
     Law after the Effective Date or any change after the Effective Date in any
     applicable Requirement of Law or in the interpretation or administration
     thereof by any Governmental Authority or compliance by any Lender with any
     request or directive (whether or not having the force of law) issued after
     the Effective Date by any central bank or other Governmental Authority
     shall at any time make it unlawful or impossible for any Lender to permit
     the establishment of or to maintain any Eurocurrency Borrowing, the
     commitment of such Lender to establish or maintain such Eurocurrency
     Borrowing shall forthwith be canceled and the applicable Borrower shall
     forthwith, upon demand by the Administrative Agent to such Borrower, (A)
     convert the Eurocurrency Borrowing of such Lender with respect to which
     such demand was made to a Base Rate Borrowing; (B) pay all accrued and
     unpaid interest to date on the amount so converted; and (C) pay any amounts
     required to compensate each Lender for any additional cost or expense which
     any Lender may incur as a result of such adoption of or change in such
     Requirement of Law or in the interpretation or administration thereof and
     any Funding Loss which any Lender may incur as a result of such conversion;
     provided, however, all such amounts shall be for the account of such
     Lender. If, when the Administrative Agent so notifies the Borrower, such
     Borrower has given a Rate Designation Notice specifying a Eurocurrency
     Borrowing but the selected Interest Period has not yet begun, as to the
     applicable Lender such Rate Designation Notice shall be deemed to be of no
     force and effect, as if never made, and the balance of the Loans made by
     such Lender specified in such Rate Designation Notice shall bear interest
     at the Alternate Base Rate until a different available Interest Option
     shall be designated in accordance herewith.


                                      -30-
<PAGE>   37


          (ii) Increased Cost of Borrowings. If the adoption after the Effective
     Date of any applicable Requirement of Law or any change after the Effective
     Date in any applicable Requirement of Law or in the interpretation or
     administration thereof by any Governmental Authority or compliance by any
     Lender with any request or directive (whether or not having the force of
     law) issued after the Effective Date by any central bank or Governmental
     Authority shall at any time as a result of any portion of the principal
     balances of the Notes being maintained on the basis of a Eurocurrency Rate:

               (A) subject any Lender to any Taxes, or any deduction or
          withholding for any Taxes, on or from any payment due under any
          Eurocurrency Borrowing; or

               (B) impose, modify, increase or deem applicable any reserve
          requirement (other than any change by way of imposition or increase of
          reserve requirements included in the Eurocurrency Rate Reserve
          Percentage), special deposit requirement or similar requirement
          (including, but not limited to, state law requirements and Regulation
          D) against assets of any Lender, or against deposits with any Lender,
          or against loans made by any Lender, or against any other funds,
          obligations or other property owned or held by any Lender; or

                    (C) impose on any Lender any other condition regarding any
               Eurocurrency Borrowing;


     and the result of any of the foregoing is to increase the cost to any
     Lender of agreeing to make or of making, renewing or maintaining such
     Eurocurrency Borrowing, or reduce the amount of principal or interest
     received by any Lender, then, within 15 Business Days after demand by the
     Administrative Agent (accompanied by a statement setting forth in
     reasonable detail the applicable Lender's basis therefor), the applicable
     Borrower shall pay to the Administrative Agent additional amounts which
     shall compensate each Lender for such increased cost or reduced amount. The
     determination by any Lender of the amount of any such increased cost,
     increased reserve requirement or reduced amount shall be presumed correct,
     absent manifest error. Each Borrower shall have the right, if it receives
     from the Administrative Agent any notice referred to in this paragraph,
     upon three Business Days' notice to the Administrative Agent (which shall
     notify each affected Lender), either (1) to repay in full (but not in part)
     any borrowing with respect to which such notice was given, together with
     any accrued interest thereon, or (2) to convert the Eurocurrency Borrowing
     which is the subject of the notice to a Base Rate Borrowing; provided, that
     any such repayment or conversion shall be accompanied by payment of (I) the
     amount required to compensate each Lender for the increased cost or reduced
     amount referred to in the preceding paragraph, (II) all accrued and unpaid
     interest to date on the amount so repaid or converted, and (III) any
     Funding Loss which any Lender may incur as a result of such repayment or
     conversion; and further provided that all such amounts shall be for such
     Lender's account. Each Lender will notify the applicable Borrower through
     the Administrative Agent of any


                                      -31-
<PAGE>   38

     event occurring after the date of this Agreement which will entitle such
     Lender to compensation pursuant to this Section as promptly as practicable
     after it obtains knowledge thereof and determines to request such
     compensation, and (if so requested by the applicable Borrower through the
     Administrative Agent) will designate a different lending office of such
     Lender for the applicable Eurocurrency Borrowing or will take such other
     action as the applicable Borrower may reasonably request if such
     designation or action is consistent with legal and regulatory restrictions,
     will avoid the need for, or reduce the amount of, such compensation and
     will not, in the sole opinion of such Lender, be disadvantageous to such
     Lender; (provided that no such Lender shall have any obligation so to
     designate a different lending office that is not located in the United
     States of America).

          (iii) Inadequacy of Pricing and Rate Determination. If, for any reason
     with respect to any Interest Period, the Administrative Agent (or, in the
     case of clause (B) below, the applicable Lender) shall have determined
     (which determination shall be presumed correct with respect to each
     Borrower, absent manifest error) that:

               (A) the Administrative Agent is unable through its customary
          general practices to determine any applicable Eurocurrency Rate, or

               (B) any applicable Eurocurrency Rate will not adequately and
          fairly reflect the cost to any Lender of making and maintaining such
          Eurocurrency Borrowing hereunder for any proposed Interest Period,

     then the Administrative Agent shall give the applicable Borrower notice
     thereof and thereupon, (1) any Rate Designation Notice previously given by
     such Borrower designating the applicable Eurocurrency Borrowing which has
     not commenced as of the date of such notice from the Administrative Agent
     shall be deemed for all purposes hereof to be of no force and effect, as if
     never given, and (2) until the Administrative Agent shall notify such
     Borrower that the circumstances giving rise to such notice from the
     Administrative Agent no longer exist, each Rate Designation Notice
     requesting the applicable Eurocurrency Rate shall be deemed a request for a
     Base Rate Borrowing, and any applicable Eurocurrency Borrowing then
     outstanding shall be converted, without any notice to or from any Borrower,
     upon the termination of the Interest Period then in effect with respect to
     it, to a Base Rate Borrowing.

          (iv) Funding Losses. Each Borrower shall indemnify each applicable
     Lender against and hold each applicable Lender harmless from any Funding
     Loss relating to Loans to such Borrower. This indemnity shall survive the
     payment of the Notes. A certificate of any Lender (explaining in reasonable
     detail the amount and calculation of the amount claimed) as to any
     additional amounts payable pursuant to this paragraph submitted to the
     applicable Borrower shall be presumed correct with respect to such
     Borrower, absent manifest error.

          (v) Market Disruption. Notwithstanding the satisfaction of all
     conditions referred to herein with respect to any proposed Eurocurrency
     Borrowing in any Eligible Currency


                                      -32-
<PAGE>   39

     other than Dollars, if there shall occur on or prior to the date of such
     Eurocurrency Borrowing any change in national or international financial,
     political or economic conditions or currency exchange rates or exchange
     controls which would in the reasonable opinion of the Administrative Agent
     or the Majority Lenders make it impracticable for such Eurocurrency
     Borrowing to be denominated in the Eligible Currency specified by a
     Borrower, then the Administrative Agent shall forthwith give notice thereof
     to the U.S. Borrower and the Lenders, and such Loans shall not thereafter
     be denominated and funded in such Eligible Currency but shall, except as
     otherwise set forth in Article II, be made on such date in Dollars, in an
     aggregate principal amount equal to the Dollar Equivalent of the aggregate
     principal amount specified in the related Request for Extension of Credit,
     as the case may be, as Base Rate Loans to the U.S. Borrower, unless the
     U.S. Borrower notifies the Administrative Agent at least one Business Day
     before such date that (i) it elects not to borrow on such date or (ii) it
     elects to borrow on such date in a different Eligible Currency, as the case
     may be, in which the denomination of such Loans would in the opinion of the
     Administrative Agent and the Majority Lenders be practicable and in an
     aggregate principal amount equal to the Dollar Equivalent of the aggregate
     principal amount specified in the related Request for Extension of Credit,
     as the case may be.

          (d) Additional Interest on Eurocurrency Loans. Each Borrower shall pay
     to each Lender, so long as any such Lender shall be required under
     regulations of the Federal Reserve Board to maintain reserves with respect
     to liabilities or assets consisting of or including Eurocurrency Loans,
     additional interest on the unpaid principal amount of each Eurocurrency
     Loan, from the effective date of such Loan until such principal amount is
     paid in full, at an interest rate per annum equal at all times to the
     remainder obtained by subtracting (A) the Eurocurrency Rate for the
     Interest Period for such Loan from (B) the rate obtained by dividing such
     Eurocurrency Rate by a percentage equal to 100% minus the Eurocurrency Rate
     Reserve Percentage of such Lender for such Interest Period, payable on each
     date on which interest is payable on such Loan. Such additional interest
     payable to any Lender shall be determined by such Lender and notified to
     such Borrower through the Administrative Agent (such notice to include the
     calculation of such additional interest, which calculation shall be
     presumed correct in the absence of manifest error, and be accompanied by
     any evidence indicating the need for such additional interest as such
     Borrower may reasonably request).


          (e) Funding Offices; Adjustments Automatic; Calculation Year. Any
     Lender may, if it so elects, fulfill its obligation as to any Eurocurrency
     Borrowing by causing a branch or affiliate of such Lender to make such Loan
     and may transfer and carry such Loan at, to or for the account of any
     branch office or affiliate of such Lender; provided, that in such event for
     the purposes of this Agreement such Loan shall be deemed to have been made
     by such Lender and the obligation of the applicable Borrower to repay such
     Loan shall nevertheless be to such Lender and shall be deemed held by it
     for the account of such branch or affiliate. Without notice to any Borrower
     or any other Person, each rate required to be calculated or determined
     under this Agreement shall automatically fluctuate upward and downward in
     accordance with the provisions of this Agreement. Interest at the Alternate
     Base Rate that is based on the prime rate announced by the Administrative
     Agent shall be computed on the basis of the actual number of days elapsed
     in a year consisting of 365 or 366 days, as the case may be. All other
     interest required to be calculated or determined under this Agreement shall
     be computed on the basis of the actual number of days elapsed in a year


                                      -33-
<PAGE>   40

     consisting of 360 days, unless the Maximum Lawful Rate would thereby be
     exceeded, in which event, to the extent necessary to avoid exceeding the
     Maximum Lawful Rate, the applicable interest shall be computed on the basis
     of the actual number of days elapsed in the applicable calendar year in
     which such interest accrued.

          (f) Funding Sources. Notwithstanding any provision of this Agreement
     to the contrary, each Lender shall be entitled to fund and maintain its
     funding of all or any part of the Loans in any manner it sees fit, it being
     understood, however, that for the purposes of this Agreement all
     determinations hereunder shall be made as if each Lender had actually
     funded and maintained each Eurocurrency Borrowing during each Interest
     Period through the purchase of deposits having a maturity corresponding to
     such Interest Period and bearing an interest rate equal to the Eurocurrency
     Rate for such Interest Period.


                                   ARTICLE IV
                PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; TAXES

     SECTION 4.01. Payments. (a) Except to the extent otherwise provided herein,
all payments of principal, interest, and other amounts to be made by any
Borrower hereunder, under the Notes and under the other Loan Documents shall be
made without set off or counterclaim in the Designated Currency for the Loan
being paid, in immediately available funds, to the Administrative Agent at the
Principal Office (or in the case of a successor Administrative Agent, at the
principal office of such successor Administrative Agent in the United States or
England, as appropriate), not later than 11:00 a.m., Houston, Texas time, on the
date on which such payment shall become due (each such payment made after such
time on such due date and time to be deemed to have been made on the next
succeeding Business Day).

     (b) Each Borrower shall, at the time of making each payment hereunder,
under any Note or under any other Loan Document, specify to the Administrative
Agent the Obligations payable by such Borrower hereunder or thereunder to which
such payment is to be applied. Each payment received by the Administrative Agent
hereunder, under any Note or under any other Loan Document for the account of a
Lender shall be paid promptly to such Lender, in immediately available funds. If
the Administrative Agent fails to send to any Lender the applicable amount by
the close of business on the date any such payment is received by the
Administrative Agent if such payment is received prior to 11:00 a.m., Houston,
Texas time (or on the next succeeding Business Day with respect to payments
which are received after such time), the Administrative Agent shall pay to the
applicable Lender interest on such amount from such date at a rate of interest
per annum equal to the Federal Funds Rate.

     (c) If the due date of any payment hereunder or under any other Loan
Document falls on a day which is not a Business Day, the due date for such
payments (except as otherwise provided in the definition of "Interest Period"
set forth in Section 1.01) shall be extended to the next succeeding Business Day
and interest shall be payable for any principal so extended for the period of
such extension.


                                      -34-
<PAGE>   41


     (d) Notwithstanding the foregoing, in no event shall the compensation
payable under this Section (to the extent, if any, constituting interest under
applicable laws) together with all amounts constituting interest under
applicable laws and payable in connection with this Agreement and the other Loan
Documents exceed the Maximum Lawful Rate.

     SECTION 4.02. Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) each borrowing from the Lenders under Section 2.01 shall be made
ratably from the Lenders in accordance with their respective Commitments; (b)
each payment of commitment fees shall be made for the account of the Lenders,
and each termination or reduction of the Commitments under Section 2.03 shall be
applied, pro rata, according to the Lenders' respective Commitments; and (c)
each payment by any Borrower of principal of or interest on the Loans shall be
made to the Administrative Agent for the account of the applicable Lenders pro
rata in accordance with the respective unpaid principal amounts of the Loans
held by such Lenders.

     SECTION 4.03. Certain Actions, Notices, Etc. Notices to the Administrative
Agent of any termination or reduction of Commitments and of borrowings and
optional prepayments of Loans shall be irrevocable and shall be effective only
if received by the Administrative Agent not later than 11:00 a.m., Houston,
Texas time, on the number of Business Days prior to the date of the relevant
termination, reduction, borrowing and/or prepayment specified below:


<TABLE>
<CAPTION>
                                                                               Number of Business
                   Type of Action or Notice                                     Days Prior Notice
                   ---------------------------------------                     ------------------
                   <S>                                                             <C>
                   Termination or Reduction of Commitments                              3

                   Loan Prepayment - Alternate Base Rate                                2

                   Loan Prepayment - Eurocurrency Rate                                  3

                   Borrowing Request - Alternate Base Rate                          same day

                   Eurocurrency Rate Designation                                        4
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
applicable Commitment to be terminated or reduced. Each such notice of borrowing
or prepayment shall specify the amount of the Loans to be borrowed or prepaid
and the date of borrowing or prepayment (which shall be a Business Day). The
Administrative Agent shall promptly notify the affected Lenders of the contents
of each such notice.


     SECTION 4.04. Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or a Borrower prior to
the date on which such Lender is to make payment to the Administrative Agent of
the proceeds of a Loan to be made by it hereunder or the applicable Borrower is
to make a payment to the Administrative Agent for the account of one or more of
the Lenders, as the case may be, which notice shall be effective upon


                                      -35-
<PAGE>   42

     receipt, that such payor does not intend to make such required payment to
     the Administrative Agent, the Administrative Agent may assume that such
     required payment has been made and may, in reliance upon such assumption
     (but shall not be required to), make the amount thereof available to the
     intended recipient on such date and, if such payor has not in fact made
     such required payment to the Administrative Agent, the recipient of such
     payment shall, on demand, pay to the Administrative Agent the amount made
     available by the Administrative Agent, together with interest thereon in
     respect of the period commencing on the date such amount was so made
     available by the Administrative Agent until the date the Administrative
     Agent recovers such amount at a rate of interest per annum, for any
     Borrower, equal to the Alternate Base Rate or the Eurocurrency Rate as
     applicable and, for any Lender, equal to (a) in respect of Obligations
     which are denominated in Dollars, the Federal Funds Rate and (b) in respect
     of Obligations which are denominated in an Eligible Foreign Currency, the
     Eurocurrency Rate less any Margin Percentage.

     SECTION 4.05. Sharing of Payments, Etc. If a Lender shall obtain payment of
any principal of or interest on any Loan made by it under this Agreement, on any
Obligation then due to such Lender hereunder, through the exercise of any right
of set-off (including, any right of setoff or Lien granted under Section 9.02),
banker's Lien, counterclaim or similar right, or otherwise (other than a setoff
right in connection with any credit extended by such Lender outside this
Agreement)), it shall promptly purchase from the other Lenders participations in
the Loans made or other Obligations held, by the other Lenders in such amounts,
and make such other adjustments from time to time as shall be equitable to the
end that all the Lenders shall share the benefit of such payment (net of any
expenses which may be incurred by such Lender in obtaining or preserving such
benefit) pro rata in accordance with the unpaid Obligations then due to each of
them. To such end all the Lenders shall make appropriate adjustments among
themselves (by the resale of participations sold or otherwise) if such payment
is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest
extent it may effectively do so under applicable law, that any Lender so
purchasing a participation in the Loans made or other Obligations held, by other
Lenders may exercise all rights of set-off, bankers' Lien, counterclaim or
similar rights with respect to such participation as fully as if such Lender
were a direct holder of Loans or other Obligations in the amount of such
participation. Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of any Borrower.

     SECTION 4.06. Taxes.


     (a) No Deduction for Certain Taxes. Any and all payments by the Borrowers
shall be made, in accordance with Section 4.01, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings and all liabilities with respect thereto, excluding in
the case of each Lender and the Administrative Agent (i) taxes imposed on its
income, and franchise taxes imposed on it by the jurisdiction under the laws of
which such Lender or the Administrative Agent (as the case may be) is organized
or in which such Lender's Applicable Lending Office is located or any political
subdivision of any such jurisdiction and (ii) any taxes imposed by the United
States of America, the United Kingdom, or the Netherlands by means of
withholding at the source if and to the extent that such taxes shall be in
effect and shall be applicable on the Effective Date (or, in the case of a
Lender which becomes a party to this


                                      -36-
<PAGE>   43

Agreement after the Effective Date, on the date such Lender becomes a party to
this Agreement), to payments to be made to such Lender or the Administrative
Agent (all such nonexcluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If a
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable to any Lender or the Administrative Agent, (i) the sum payable shall
be increased as may be necessary so that, after making all required deductions
or withholdings (including deductions applicable to additional sums payable
under this Section 4.06(a)), such Lender or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions or withholdings been made; provided, however, that if a
Borrower's obligation to deduct or withhold Taxes is caused solely by such
Lender's or Administrative Agent's failure to provide the forms described in
paragraph (e) of this Section 4.06 and such Lender or Administrative Agent could
have provided such forms, no such increase shall be required; (ii) such Borrower
shall make such deductions or withholdings; and (iii) such Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

     (b) Other Taxes. In addition, each Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, the
Notes, or the other Loan Documents (hereinafter referred to as "Other Taxes").

     (c) Indemnification. Each Borrower indemnifies each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 4.06) paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including interest
and expenses) arising therefrom or with respect thereto (whether or not such
Taxes or Other Taxes were correctly or legally asserted), in either case,
attributable to such Borrower. Each payment required to be made by a Borrower in
respect of this indemnification shall be made to the Administrative Agent for
the benefit of any party claiming such indemnification within 30 days from the
date such Borrower receives written demand detailing the calculation of such
amounts therefor from Administrative Agent on behalf of itself as Administrative
Agent or any such Lender. If any Lender or the Administrative Agent receives a
refund in respect of any taxes paid by a Borrower under this paragraph (c), such
Lender or Administrative Agent, as the case may be, shall promptly pay to such
Borrower its share of such refund.

     (d) Evidence of Tax Payments. Each Borrower will remit to the appropriate
tax authority, prior to delinquency, all Taxes and Other Taxes payable in
respect of any payment. Within 30 days after the date of any payment of Taxes or
Other Taxes, such Borrower will furnish to the Administrative Agent, at the
Principal Office located in the United States, the original or a certified copy
of a receipt evidencing payment of such Taxes or Other Taxes.

     (e) Foreign Lender Withholding Exemption.


          (i) Each Lender that is not incorporated under the laws of the United
     States of America or a state thereof shall deliver to the U.S. Borrower and
     the Administrative Agent


                                      -37-
<PAGE>   44

     on the Effective Date or upon the effectiveness of any Assignment and
     Acceptance by which it becomes a party to this Agreement (i) two duly
     completed copies of United States Internal Revenue Service Form W-8ECI,
     W-8BEN, W-8EXP or W-8IMY or successor applicable form, as the case may be,
     certifying in each case that such Lender is entitled to receive payments
     under this Agreement and the Notes payable to it without deduction or
     withholding of any United States federal income taxes and (ii) any other
     governmental forms which are necessary or required under an applicable tax
     treaty or otherwise by law to reduce or eliminate any withholding tax,
     which have been reasonably requested by a Borrower. Each Lender which
     delivers to the U.S. Borrower and the Administrative Agent a Form W-8ECI,
     W-8BEN, W-8EXP or W-8IMY pursuant to the preceding sentence further
     undertakes to deliver to the U.S. Borrower and the Administrative Agent two
     further copies of such form on or before the date that any such form
     expires (currently, three successive calendar years for Form W-8BEN or Form
     W-8ECI) or becomes obsolete or after the occurrence of any event requiring
     a change in the most recent form so delivered by it, and such amendments
     thereto or extensions or renewals thereof as may reasonably be requested by
     the U.S. Borrower and the Administrative Agent, in each case certifying
     that such Lender is entitled to receive payments under this Agreement
     without deduction or withholding of any United States federal income taxes,
     unless an event (including without limitation any change in treaty, law or
     regulation) has occurred prior to the date on which any such delivery would
     otherwise be required which renders all such forms inapplicable or which
     would prevent such Lender from duly completing and delivering any such form
     with respect to it and such Lender advises the U.S. Borrower and the
     Administrative Agent that it is not capable of receiving payments without
     any deduction or withholding of United States federal income tax. Each
     Borrower shall withhold tax at the rate and in the manner required by the
     laws of the United States with respect to payments made to a Lender failing
     to timely provide the requisite Internal Revenue Service forms (whether
     such failure is the result of any event described in the immediately
     preceding sentence having occurred or for any other reason) and shall not
     be required to pay any additional amounts pursuant to paragraph (a) or
     indemnify a Lender pursuant to paragraph (c) with respect to such withheld
     tax.

          (ii) (A) Each Lender that is not a "bank" (as defined in Section 349
     of the United Kingdom Income and Corporation Taxes Act of 1988) subject to
     United Kingdom corporation tax as respects interest payments to it pursuant
     to this Agreement (each a "Non-U.K. Bank") shall deliver to the Borrower
     and the Administrative Agent within 120 days of the close date, appropriate
     documentation establishing that such Non-U.K. Bank is entitled to exemption
     (regardless of such Lender's Applicable Lending Office) from United Kingdom
     withholding tax in respect of interest payments hereunder under a United
     Kingdom tax treaty with the appropriate jurisdiction, or establishing that
     it is otherwise entitled to receive payments without such withholding, and
     shall deliver an appropriate official document completed and signed by such
     Lender claiming an exemption from United Kingdom withholding taxes.


               (B) Each Lender that is a "bank" (as defined in Section 349 of
          the United Kingdom Income and Corporation Taxes Act of 1988) (each a
          "U.K. Bank") shall


                                      -38-
<PAGE>   45

          complete and deliver to the U.K. Borrower and the Administrative Agent
          a statement signed by an authorized signatory of such U.K. Bank, and
          other documentation reasonably required to the effect that it is
          subject to United Kingdom corporation tax on interest payable to it
          pursuant to this Agreement and no United Kingdom withholding tax is
          required in respect of such interest.

               (C) Within 90 days after receipt of the written request of the
          U.K. Borrower, each Lender shall execute and deliver such
          certificates, forms or other documents, which in each such case can be
          reasonably furnished by such Lender consistent with the facts and
          which are reasonably necessary to assist any Borrower, Lender or
          Administrative Agent in applying for refunds of Taxes or Other Taxes
          remitted by such Borrower hereunder.

          (iii) The Dutch Borrower and the U.S. Borrower represent that, under
     the domestic laws of the Netherlands, no withholding tax is payable on
     payments of interest, fees, or principal made by the Dutch Borrower under
     this Agreement. Further, the Administrative Agent and each Lender may rely
     upon the opinion of Stibbe Simont Monahan Duhot, special Dutch counsel to
     the Obligors, dated as of the Execution Date, which contains an opinion
     supporting the immediately preceding sentence.

     (f) Repayment under Certain Circumstances. If a Borrower is required by any
law or regulation to make any deduction or withholding from any sum payable by
it under this Agreement and is prevented by law from fulfilling the related
gross-up obligation, if any, upon written notice to such Borrower from the
Administrative Agent (which shall give such notice if, and only if, so requested
by any Lender) the relevant Loans shall be repaid within 30 days of the date
such notice is received by such Borrower together with accrued interest and any
amounts owing under Section 3.03.

     (g) Mitigation. Each Lender shall use its best efforts (consistent with its
internal policies and legal and regulatory restrictions) to select a
jurisdiction for its Applicable Lending Office or change the jurisdiction of its
Applicable Lending Office, as the case may be, so as to avoid the imposition of
any Taxes or Other Taxes or to eliminate the amount of any such additional
amounts which may thereafter accrue; provided that no such selection or change
of the jurisdiction for its Applicable Lending Office shall be made if, in the
reasonable judgment of such Lender, such selection or change would be
disadvantageous to such Lender. Each Lender will notify the applicable Borrower
through the Administrative Agent of any event occurring after the date of this
Agreement that will entitle such Lender to compensation pursuant to this Section
4.06 as promptly as reasonably practicable, and in any event within 120 days
after it becomes aware thereof, and determines to request such compensation.


     (h) Substitution of Lender. Anything in this Section 4.06 notwithstanding,
if any Lender elects to require payment by any Borrower of any amount under this
Section 4.06, the applicable Borrower may, within 60 days after the date of
receiving notice thereof and so long as no Default or Event of Default shall
have occurred and be continuing, elect to terminate such Lender as a party to
this Agreement; provided that the applicable Borrower shall have arranged for an


                                      -39-
<PAGE>   46

Eligible Assignee, which Eligible Assignee shall have been approved in writing
by the Administrative Agent, to become a substitute Lender concurrently with
such termination for all purposes under this Agreement in the manner provided in
Section 12.06; and provided further that, prior to substitution for any Lender,
the applicable Borrower shall have given written notice to the Administrative
Agent of such intention and the remaining Lenders shall have the option, but no
obligation, for a period of 10 days after receipt of such notice, to increase
their Commitments in order to replace the affected Lender in lieu of such
substitution.


                                    ARTICLE V
                              CONDITIONS PRECEDENT

     SECTION 5.01. Conditions Precedent to the Initial Credit Event. The
obligation of each Lender to make its initial Loan for the account of the U.S.
Borrower, the U.K. Borrower, the Dutch Borrower, or other Subsidiary Borrower is
subject to the following conditions:

          (a) The Administrative Agent shall have received the following:

          (i) this Agreement executed by each party hereto;

          (ii) the appropriate Notes of each of the U.S. Borrower, the U.K.
     Borrower, the Dutch Borrower, and each other Subsidiary Borrower, if any,
     payable to each Lender, duly completed and executed and dated the Execution
     Date;

          (iii) a certificate of a Responsible Officer and of the secretary or
     an assistant secretary of each Obligor or of its (managing) general partner
     or managing member, as the case may be, dated the date of the initial
     Credit Event and certifying, inter alia, (A) true and complete copies of
     the bylaws and certificate of incorporation or other similar organizational
     documents, each as amended and in effect, of such Person and the
     resolutions adopted by the Board of Directors of such Person (1)
     authorizing the execution, delivery and performance by such Person of this
     Agreement and the other Loan Documents to which it is or will be a party
     and the Loans to be made hereunder, (2) approving the forms of the Loan
     Documents to which it is a party and which will be delivered at or prior to
     the date of the initial Credit Event and (3) authorizing officers of such
     Person or of its (managing) general partner or managing member, as the case
     may be, to execute and deliver the Loan Documents to which it is or will be
     a party and any related documents, including, any agreement contemplated by
     this Agreement, (B) the incumbency and specimen signatures of the officers
     of such Person or of its (managing) general partner or managing member, as
     the case may be, executing any documents on its behalf and (C) (1) that the
     representations and warranties made by such Obligor in any Loan Document to
     which such Person is a party and which will be delivered at or prior to the
     date of the initial Credit Event are true and correct in all material
     respects, (2) the absence of any proceedings for the dissolution or
     liquidation of such Person, and (3) the absence of the occurrence and
     continuance of any Default or Event of Default;


                                      -40-
<PAGE>   47


          (iv) favorable, signed opinions addressed to the Administrative Agent
     and the Lenders dated the date of the initial Credit Event from (A)
     Fulbright & Jaworski L.L.P., counsel to the Obligors, (B) Dickson Minto
     W.S., special U.K. counsel to the Obligors, and (C) Stibbe Simont Monahan
     Duhot, special Dutch counsel to the Obligors, each given upon the express
     instruction of the Obligors;

          (v) letters from Corporation Service Company in form and substance
     satisfactory to the Administrative Agent and the Lenders evidencing the
     obligation of Corporation Service Company to accept service of process in
     the State of Texas on behalf of each Obligor that is not authorized to do
     business as a foreign corporation in the State of Texas; and

          (vi) copies of the articles or certificates of incorporation or other
     similar organizational documents of each Obligor certified as of a recent
     date by the appropriate Governmental Authority and certificates of
     appropriate public officials as to the existence, good standing and
     qualification to do business as a foreign corporation or other foreign
     entity, as applicable, of each Obligor in each jurisdiction in which the
     ownership of its properties or the conduct of its business requires such
     qualification and where the failure to so qualify would, individually or
     collectively, have a Material Adverse Effect.

     (b) The Administrative Agent shall have received evidence satisfactory to
it that all material consents of each Governmental Authority and of each other
Person, if any, reasonably required in connection with (a) the Loans and (b) the
execution, delivery and performance of this Agreement and the other Loan
Documents have been satisfactorily obtained.

     (c) The U.S. Borrower shall have paid (i) to the Administrative Agent and
the Lenders, as applicable, all fees and expenses agreed upon by such parties to
be paid on or prior to the Execution Date, and (ii) to Bracewell & Patterson,
L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or
before 10:00 a.m. (Houston, Texas time) on the Execution Date by said firm to
the U.S. Borrower, on the date of the initial Credit Event.

     SECTION 5.02. Conditions Precedent to All Credit Events. The obligation of
the Lenders to make any Loan (including any Loan made on the date of the initial
Credit Event) is subject to the further conditions precedent that on the date of
such Credit Event:

     (a) The conditions precedent set forth in Section 5.01 shall have
theretofore been satisfied.


     (b) The representations and warranties set forth in Article VI and in the
other Loan Documents shall be true and correct in all material respects as of,
and as if such representations and warranties were made on, the date of the
proposed Loan (unless such representation and warranty expressly relates to an
earlier date), and the Obligors shall be deemed to have certified to the
Administrative Agent and the Lenders that such representations and warranties
are true and correct in all material respects by Borrower's delivery of a
Request for Extension of Credit.


                                      -41-
<PAGE>   48


     (c) The Administrative Agent shall have received a duly executed Request
for Extension of Credit as to the Loan by the time and on the Business Day
specified under Section 4.03.

     (d) No Default or Event of Default shall have occurred and be continuing or
would result from such Credit Event.

     (e) The Administrative Agent and the Lenders shall have received such other
approvals, opinions or documents as the Administrative Agent or the Majority
Lenders may reasonably request.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each of the Obligors to each of the Lenders that
all of the conditions specified in this Section 5.02 above exist as of that
time.

     SECTION 5.03. Delivery of Documents. All of the Notes, certificates, legal
opinions and other documents and papers referred to in this Article V, unless
otherwise specified, shall be delivered to the Administrative Agent for the
account of each of the Lenders and, except for the Notes, in sufficient
counterparts or copies for each of the Lenders and shall be satisfactory in form
and substance to the Administrative Agent.


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

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

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

     SECTION 6.02. Authorization, Validity, Etc. Each Obligor has the corporate,
partnership or other power and authority to execute, deliver and perform its
obligations hereunder


                                      -42-
<PAGE>   49

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

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

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

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

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


                                      -43-
<PAGE>   50


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

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

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

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

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

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

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


                                      -44-
<PAGE>   51


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

     SECTION 6.12. Requirements of Law; Environmental Matters.

     (a) The U.S. Borrower and each consolidated Subsidiary is in compliance
with all Requirements of Law, applicable statutes, regulations and orders of,
and all applicable restrictions imposed by, all Governmental Authorities in
respect of the conduct of its business and the ownership of its property, except
for such noncompliances which, in the aggregate for the U.S. Borrower and all
such consolidated Subsidiaries, would not have a Material Adverse Effect.

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

     SECTION 6.13. Purpose of Loans.

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

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

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


                                      -45-
<PAGE>   52


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



                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

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

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

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

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

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

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

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

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

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

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

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


                                      -46-
<PAGE>   53

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

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

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

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

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

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

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


     SECTION 7.04. Payment of Taxes and other Claims. The U.S. Borrower will,
and will cause each of the Material Subsidiaries and each Subsidiary Borrower
to, pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all taxes, assessments and governmental charges levied or
imposed upon the U.S. Borrower or such Material Subsidiary or Subsidiary
Borrower, as applicable, or upon the income, profits or property of the U.S.
Borrower or such Material Subsidiary or


                                      -47-
<PAGE>   54

Subsidiary Borrower, as applicable, except for (i) such taxes, assessments as
would not, individually or in the aggregate, have a Material Adverse Effect and
(ii) any such tax, assessment or governmental charge whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which adequate reserves have been established in accordance with GAAP.

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

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


     SECTION 7.07. Capital Adequacy. If any Lender determines in good faith that
compliance with any law or regulation or any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of
law) implemented or effective after the Effective Date affects or would affect
the amount of capital required or expected to be maintained by such Lender or
any corporation controlling such Lender and that the amount of such capital is
increased by or based upon the existence of such Lender's commitment to lend or
other commitments of this type, then, upon demand by such Lender (with a copy of
any such demand to the Administrative Agent), the U.S. Borrower shall
immediately pay to Administrative Agent for the


                                      -48-
<PAGE>   55

account of such Lender, from time to time as specified by such Lender,
additional amounts (without duplication of any other amounts payable in respect
of increased costs) sufficient to compensate such Lender, in light of such
circumstances, with respect to such Lender, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend under this Agreement. A certificate as to
such amount and detailing the calculation of such costs shall be submitted to
the U.S. Borrower by such Lender, such certificate to be presumed correct for
all purposes, absent manifest error.

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


                                  ARTICLE VIII
                               NEGATIVE COVENANTS

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

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

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


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


                                      -49-
<PAGE>   56

Administrative Agent an officer's certificate to such effect, together with all
relevant financial information and calculations demonstrating such compliance;

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

     (c) dispositions not otherwise permitted hereunder which are made for fair
market value; provided that (i) at the time of any disposition, no Default or
Event of Default shall exist or shall result from such disposition, (ii) the
aggregate sales price from such disposition shall be paid in cash or otherwise
on payment terms satisfactory to the applicable Borrower or Subsidiary, and
(iii) the aggregate book value of all assets of the U.S. Borrower and the
Subsidiaries, taken as a whole, shall not be reduced at any time to an amount
which is less than 80% of the aggregate book value of all assets of the U.S.
Borrower and the Subsidiaries, taken as a whole, on December 31, 2000, as
reflected on the U.S. Borrower's balance sheet dated December 31, 2000.

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

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

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

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

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

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


     SECTION 8.07. Limitation on Transactions with Affiliates. The U.S. Borrower
will not, and will not permit any consolidated Subsidiary to, directly or
indirectly, conduct any business


                                      -50-
<PAGE>   57

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

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

     SECTION 8.09. Debentures. Except as expressly permitted in writing by the
Majority Lenders, the Borrowers will not amend, modify or obtain or grant a
waiver of any provision of the October 1997 Debentures, the October 1997
Debenture Indenture, the May 1996 Debentures, or the May 1996 Debenture
Indenture if such amendment, modification or waiver would be adverse to the
Lenders.

     SECTION 8.10. The Debenture Indentures. The U.S. Borrower will not take any
action that could result in the Obligations' failing to be classified as (a)
"Designated Senior Indebtedness" (as such phrase is used in the October 1997
Debenture Indenture) or (b) pari passu to Indebtedness under the May 1996
Debenture Indenture.


                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES

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

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


                                      -51-

<PAGE>   58


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

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

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

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

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

                (g) the commencement by any Borrower or any Material Subsidiary
of a voluntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by any
Borrower or any Material Subsidiary to the entry of a decree or order for relief
in respect of any Borrower or such Material Subsidiary in an involuntary case or
proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by any
Borrower or any Material Subsidiary of a petition or answer or consent


                                      -52-
<PAGE>   59

seeking reorganization or relief under any applicable federal, state or foreign
law, or the consent by any Borrower or any Material Subsidiary to the filing of
such petition or the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
such Borrower or such Material Subsidiary or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the consent to, approval of or the admission by any Borrower or any Material
Subsidiary in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by any Borrower or any Material
Subsidiary in furtherance of any such action; or

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

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

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

         (k) a judgment or order shall be entered against any Borrower or any
Material Subsidiary, which with other outstanding judgments and orders entered
against the Borrowers and the Material Subsidiaries equals or exceeds
$25,000,000 in the aggregate (to the extent not covered by insurance as to which
the respective insurer has acknowledged coverage), and (i) within 60 days after
entry thereof such judgment shall not have been discharged or execution thereof
stayed pending




                                      -53-
<PAGE>   60

appeal or, within 60 days after the expiration of any such stay, such judgment
shall not have been discharged, or (ii) any enforcement proceeding shall have
been commenced (and not stayed) by any creditor upon such judgment;

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

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

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

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

         SECTION 9.02. Right of Setoff. Upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, without notice to any Obligor (any such notice being
expressly waived by each Obligor), to setoff and apply any and all deposits
(general or special, time or demand, provisional or final but excluding the
funds held in accounts clearly designated as escrow or trust accounts held by
any Obligor for the benefit of Persons which are not Affiliates of any Obligor),
whether or not such setoff results in any loss of interest or other penalty, and
including without limitation all certificates of deposit, at any time held, and
any other funds or property at any time held, and other indebtedness at any time
owing by such Lender to or for the credit or the account of any Obligor against
any and all of the Obligations irrespective of whether or not such Lender or the
Administrative Agent will have made any demand under this Agreement, the Notes
or any other Loan Document. Should the right of any Lender to realize funds in
any manner set forth above be challenged and any application of such funds be
reversed, whether by court order or otherwise, the Lenders shall make
restitution or refund to the applicable Obligor, as the case may be, pro rata in
accordance with their Commitments. Each Lender agrees to promptly notify the
each Borrower and the Administrative Agent after any such setoff and
application, provided that the failure to give such notice will not affect the
validity of such setoff and


                                      -54-
<PAGE>   61


application. The rights of the Administrative Agent and the Lenders under this
Section are in addition to other rights and remedies (including without
limitation other rights of setoff) which the Administrative Agent or the Lenders
may have. This Section is subject to the terms and provisions of Section 4.05
and Section 12.18.

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

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

         SECTION 9.05. Currency Conversion After Maturity. At any time following
the occurrence of an Event of Default and the acceleration of the maturity of
the Obligations owed to the Lenders hereunder, the Lenders shall be entitled to
convert, with two (2) Business Days' prior notice to the applicable Borrower,
any and all or any part of the then unpaid and outstanding Loans denominated in
a currency other than Dollars into Loans denominated in Dollars. Any such
conversion shall be calculated so that the principal amount of the resulting
Loans shall be the Dollar Equivalent of the principal amount of the Loan being
converted on the date of conversion. Any accrued and unpaid interest denominated
in such currency other than Dollars at the time of any such conversion shall be
similarly converted to Dollars, and such converted Loans and accrued and unpaid
interest thereon shall thereafter bear interest in accordance with the terms
hereof.

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


                                      -55-
<PAGE>   62



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

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

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

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

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

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

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

                                    ARTICLE X
                              ADMINISTRATIVE AGENT

         SECTION 10.01. Appointment; Nature of Relationship. Bank One, NA is
hereby appointed by the Lenders as the Administrative Agent hereunder and under
each other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article X.
Notwithstanding the use of the defined term "Agent," it is expressly understood
and agreed that the Administrative Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Administrative Agent is merely acting as the
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Administrative Agent (a) does not hereby assume
any fiduciary duties to any of the Lenders, (b) is a "representative" of the
Lenders within the meaning of Section 9.105 of the Uniform Commercial Code as
adopted in the State of Texas and (c) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.


         SECTION 10.02. Powers. The Administrative Agent shall have and may
exercise such powers under the Loan Documents as are specifically delegated to
the Administrative Agent by


                                      -56-
<PAGE>   63


the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Administrative Agent shall not have any implied duties
to the Lenders, or any obligation to the Lenders to take any action thereunder
except any action specifically provided by the Loan Documents to be taken by the
Administrative Agent.

         SECTION 10.03. General Immunity. None of the Administrative Agent or
any of its directors, officers, agents or employees shall be liable to the
Borrowers or any Lender for any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct.

         SECTION 10.04. No Responsibility for Loans, Recitals, etc. None of the
Administrative Agent or any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Article V,
except receipt of items required to be delivered to the Administrative Agent;
(d) the validity, enforceability, effectiveness, sufficiency or genuineness of
any Loan Document or any other instrument or writing furnished in connection
therewith; or (e) the value, sufficiency, creation, perfection or priority of
any interest in any collateral security. The Administrative Agent agrees to
provide to the Lenders copies of all information it receives from the Borrowers
under Section 7.01 that is not otherwise delivered by the Borrowers to the
Lenders. The Administrative Agent shall not, however, have any duty to disclose
to the Lenders information that is not required to be furnished by the Borrowers
or any of their Subsidiaries to the Administrative Agent at such time, but is
voluntarily furnished by the Borrowers or any of their Subsidiaries to the
Administrative Agent (either in its capacity as Administrative Agent or in its
individual capacity).

         SECTION 10.05. Action on Instructions of Lenders. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder and under any other Loan Document in accordance with written
instructions signed by the Majority Lenders, and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders and on all holders of Notes. The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Majority Lenders. The Administrative Agent shall be fully justified in failing
or refusing to take any action hereunder and under any other Loan Document
unless it shall first be indemnified to its satisfaction by the Lenders pro rata
against any and all liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.

         SECTION 10.06. Employment of Agents and Counsel. The Administrative
Agent may execute any of its duties as Administrative Agent hereunder and under
any other Loan Document by or through employees, agents, and attorneys-in-fact
and shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of the
Administrative Agent or attorneys-in-fact selected by it with reasonable care.
The


                                      -57-
<PAGE>   64


Administrative Agent shall be entitled to advice of its counsel concerning
all matters pertaining to the agency hereby created and its duties hereunder and
under any other Loan Document.

         SECTION 10.07. Reliance on Documents; Counsel. The Administrative Agent
shall be entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and, in respect to legal matters, upon the opinion of counsel selected
by Administrative Agent, which counsel may be employees of Administrative Agent.

         SECTION 10.08. Reimbursement and Indemnification. THE LENDERS AGREE TO
REIMBURSE AND INDEMNIFY THE ADMINISTRATIVE AGENT RATABLY IN PROPORTION TO THEIR
RESPECTIVE COMMITMENT PERCENTAGES (A) FOR ANY AMOUNTS NOT REIMBURSED BY THE
BORROWERS FOR WHICH THE ADMINISTRATIVE AGENT IS ENTITLED TO REIMBURSEMENT BY THE
BORROWERS UNDER THE LOAN DOCUMENTS, (B) FOR ANY AMOUNTS NOT REIMBURSED BY THE
BORROWERS FOR ANY OTHER EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT ON BEHALF
OF THE LENDERS, IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION AND ENFORCEMENT OF THE LOAN DOCUMENTS, AND (C) FOR ANY AMOUNTS
NOT REIMBURSED BY THE BORROWERS FOR ANY LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
OF ANY KIND AND NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT
OF THE LOAN DOCUMENTS OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION THEREWITH OR
THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ENFORCEMENT OF ANY OF THE TERMS
THEREOF OR OF ANY SUCH OTHER DOCUMENTS, PROVIDED THAT NO LENDER SHALL BE LIABLE
FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT. THE INDEMNIFICATION RIGHTS IN
FAVOR OF THE ADMINISTRATIVE AGENT SHALL EXTEND ONLY TO COSTS AND EXPENSES
INCURRED IN SUCH CAPACITIES AND SHALL NOT INCLUDE ANY COSTS AND EXPENSES
INCURRED IN EITHER'S CAPACITY AS A LENDER. THE OBLIGATIONS OF THE LENDERS UNDER
THIS SECTION 10.08 SHALL SURVIVE PAYMENT OF THE OBLIGATIONS AND TERMINATION OF
THIS AGREEMENT.

         SECTION 10.09. Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received written notice
from a Lender or a Borrower referring to this Agreement describing such Default
or Event of Default. In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the
Lenders.

         SECTION 10.10. Rights as a Lender. In the event that the Administrative
Agent is a Lender, the Administrative Agent shall have the same rights and
powers hereunder and under any other Loan Document as any Lender and may
exercise the same as though it were not the Administrative Agent, and the term
"Lender" or "Lenders" shall, at any time when the Administrative Agent is a
Lender, unless the context otherwise indicates, include the Administrative
Agent, in its individual capacity. The Administrative Agent may accept deposits
from, lend money to, and generally engage in any kind of trust, debt, equity or
other transaction, in addition to those contemplated by this Agreement or any
other Loan Document, with the Borrowers or any of their


                                      -58-
<PAGE>   65


Subsidiaries in which the Borrowers or any such Subsidiary is not restricted
hereby from engaging with any other Person. The Administrative Agent, in its
individual capacities, is not obligated to remain a Lender.

         SECTION 10.11. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements prepared by the Borrowers and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         SECTION 10.12. Successor Administrative Agent. The Administrative Agent
may resign at any time by giving prior written notice thereof to the Lenders and
the Borrowers, such resignation to be effective upon the appointment of a
successor Administrative Agent or, if no successor Administrative Agent has been
appointed, 45 days after the retiring Administrative Agent gives notice of its
intention to resign. Upon any such resignation, the Majority Lenders shall have
the right to appoint, on behalf of the Borrowers and the Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Majority Lenders within thirty days after the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Administrative Agent. If the Administrative Agent has
resigned and no successor Administrative Agent has been appointed, the Lenders
may perform all the duties of the Administrative Agent hereunder and the
Borrowers shall make all payments in respect of the Obligations to the
applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings 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 thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning. Upon the effectiveness of the resignation of an Administrative
Agent, the resigning Administrative Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation of an Administrative Agent, the provisions of this Article X
shall continue in effect for the benefit of Administrative Agent in respect of
any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan Documents.

         SECTION 10.13. Other Titles. The Lead Arranger and Sole Book Runner, as
listed on the cover page to this Agreement, shall not have any rights,
obligations, or duties in such capacities under this Agreement and the other
Loan Documents.


                                      -59-
<PAGE>   66


                                   ARTICLE XI
                             U.S. BORROWER GUARANTY

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

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

         SECTION 11.02. Continuing Guaranty. (a) The U.S. Borrower guarantees
that the Guaranteed Obligations will be paid strictly in accordance with the
terms of this Agreement and the other Loan Documents. The U.S. Borrower agrees
that, to the maximum extent permitted by applicable law, the Guaranteed
Obligations and Loan Documents to which any Subsidiary Borrower is a party may
be extended or renewed, and indebtedness thereunder repaid and reborrowed in
whole or in part, without notice to or assent by the U.S. Borrower, and that it
will remain bound upon this U.S. Borrower Guaranty notwithstanding any
extension, renewal or other alteration of any of the Guaranteed Obligations or
such Loan Documents or any repayment and reborrowing of Loans to any Subsidiary
Borrower. To the maximum extent permitted by applicable law, except as otherwise
expressly provided in this Agreement or any other Loan Document to which the
U.S. Borrower is a party, the obligations of the U.S. Borrower under this U.S.
Borrower Guaranty shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms hereof under any circumstances
whatsoever, including:

         (i) any modification, amendment, supplement, renewal, extension for any
     period, increase, decrease, alteration or rearrangement of all or any part
     of the Guaranteed Obligations, or of this Agreement or any other Loan
     Document executed in connection herewith, or any contract or understanding
     among the U.S. Borrower, the U.K. Borrower, the Dutch Borrower, any other
     Subsidiary Borrower, any Obligor, the Administrative Agent and/or the
     Lenders, or any other Person, pertaining to the Guaranteed Obligations;

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


                                      -60-
<PAGE>   67


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

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

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

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

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

                                      -61-
<PAGE>   68


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

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

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

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

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

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

         SECTION 11.03. Effect of Debtor Relief Laws. If after receipt of any
payment of, or proceeds of any security applied (or intended to be applied) to
the payment of all or any part of the Guaranteed Obligations, the Administrative
Agent or any Lender is for any reason compelled to surrender or voluntarily
surrenders, such payment or proceeds to any Person (a) because such payment or
application of proceeds is or may be avoided, invalidated, declared fraudulent,
set aside, determined to be void or voidable as a preference, fraudulent
conveyance, fraudulent transfer,



                                      -62-
<PAGE>   69

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

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

                                      -63-
<PAGE>   70

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

                                   ARTICLE XII
                                  MISCELLANEOUS

         SECTION 12.01. No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder, under any Note or under any other Loan Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right,
or any abandonment or discontinuance of any steps to enforce such right,
preclude any other or further exercise thereof or the exercise of any other
right. No notice to or demand on any Obligor in any case shall entitle such
Obligor to any other or further notice or demand in similar or other
circumstances. The remedies provided herein and the in the other Loan Documents
are cumulative and not exclusive of any remedies provided by law.

         SECTION 12.02. Notices. All notices and other communications provided
for herein, including any modifications of, or waivers or consents under, this
Agreement (collectively, "Communications") shall be given or made on a Business
Day by telecopy (confirmed by mail) or other writing and telecopied or mailed or
delivered to the intended recipient at the "Address for Notices" specified below
its name on the signature pages hereof (or provided for in an Assignment and
Acceptance); or, as to any party hereto, at such other address as shall be
designated by such party in a notice (given in accordance with this Section
12.02) (i) as to any Borrower, to the Administrative Agent, (ii) as to the
Administrative Agent, to the U.S. Borrower, to the Subsidiary Borrowers, and to
each Lender, and (iii) as to any Lender, to the U.S. Borrower, to the Subsidiary
Borrowers, and to the Administrative Agent. Except as otherwise provided in this
Agreement, all such Communications shall be deemed to have been duly given (a)
when transmitted by telecopier, (b) when personally delivered, (c) one Business
Day after deposit with an overnight mail or delivery service, postage prepaid or
(d) five Business Days' after deposit in a receptacle maintained by the United
States Postal Service, postage prepaid, registered or certified mail, return
receipt requested, in each case given or addressed as aforesaid. Notwithstanding
the foregoing, Communications to the Administrative Agent pursuant to Article
II, Article III, Article IV or Article X shall not be effective until received
by the Administrative Agent.

         SECTION 12.03. Expenses, Etc. Whether or not any Loan is ever made, the
Borrowers shall pay or reimburse within 10 days after written demand (a) the
Administrative Agent for paying the reasonable fees and expenses of legal
counsel to the Administrative Agent, together with the reasonable fees and
expenses of each local counsel to the Administrative Agent, in connection with
the preparation, negotiation, execution and delivery of this Agreement
(including the exhibits and schedules hereto), the other Loan Documents and the
making of the Loans hereunder, and any


                                      -64-
<PAGE>   71

modification, supplement or waiver of any of the terms of this Agreement or any
other Loan Document; (b) the Administrative Agent for any Lien search fees,
collateral audit fees, appraisal fees, survey fees, environmental study fees,
and title insurance costs and premiums; (c) the Administrative Agent for
reasonable out-of-pocket expenses incurred in connection with the preparation,
documentation, administration and syndication of any of the Loan Documents
(including, without limitation, the advertising, marketing, printing, publicity,
duplicating, mailing and similar expenses) or any of the Obligations; (d) the
Administrative Agent or any Lender for paying all transfer, stamp, documentary
or other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement or any other Loan Document or any
other document referred to herein or therein; (e) the Administrative Agent for
paying all costs, expenses, taxes, assessments and other charges incurred in
connection with any filing, registration, recording or perfection of any
security interest contemplated by this Agreement or any document referred to
herein, and (f) following the occurrence and during the continuation of an Event
of Default, any Lender or the Administrative Agent for paying all amounts
reasonably expended, advanced or incurred by such Lender or the Administrative
Agent to collect the Obligations or to enforce, protect, preserve or defend the
rights of the Lenders or the Administrative Agent under this Agreement or any
other Loan Document, together with interest thereon at the Past Due Rate
applicable to the Loans on each such amount from the due date of payment until
the date of reimbursement to such Lender or the Administrative Agent.

         SECTION 12.04. Indemnity. (a) The U.S. Borrower shall indemnify the
Administrative Agent, the Lenders and each Affiliate thereof and their
respective directors, officers, employees and agents (each such Person being an
"Indemnitee") from, and hold each Indemnitee harmless against, any and all
losses, liabilities, claims or damages (including reasonable legal fees and
expenses) to which any Indemnitee may become subject, insofar as such losses,
liabilities, claims or damages arise out of or result from (i) any
investigation, litigation or other proceeding (including any threatened
investigation or proceeding) relating to this Agreement, any Loan, or any other
Loan Document or (ii) any actual or proposed use by the U.S. Borrower or any
Subsidiary of the proceeds of any extension of credit by any Lender hereunder
and the U.S. Borrower shall reimburse each Indemnitee, upon demand for any
expenses (including reasonable legal fees) incurred in connection with any such
investigation or proceeding; but excluding any such losses, liabilities, claims,
damages or expenses incurred by reason of the gross negligence, willful
misconduct or unlawful conduct of such Indemnitee.

         (b) WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE HEREUNDER SHALL BE
INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR
DAMAGES ARISING OUT OF OR RESULTING FROM THE SOLE OR CONCURRENT ORDINARY
NEGLIGENCE OF SUCH INDEMNITEE. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER
OBLIGATIONS OF EACH BORROWER HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS TO
WHICH IT IS A PARTY, THE OBLIGATIONS OF EACH BORROWER UNDER THIS SECTION 12.04
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THE PAYMENT OF THE OBLIGATIONS OR THE ASSIGNMENT OF THE NOTES.


                                      -65-
<PAGE>   72


         SECTION 12.05. Amendments, Etc. No amendment or modification of this
Agreement, the Notes or any other Loan Document shall in any event be effective
against a Borrower unless the same shall be agreed or consented to in writing by
the applicable Borrower. No amendment, modification or waiver of any provision
of this Agreement, the Notes or any other Loan Document, nor any consent to any
departure by any Borrower therefrom, shall in any event be effective against the
Lenders unless the same shall be agreed or consented to in writing by the
Majority Lenders, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, that
no amendment, modification, waiver or consent shall, unless in writing and
signed by each Lender affected thereby, do any of the following: (a) increase
the Commitment of any of the Lenders (or reinstate any termination or reduction
of the Commitment) or subject any of the Lenders to any additional obligations;
(b) reduce the principal of, or interest on, any Loan, fee or other amount due
hereunder; (c) postpone or extend the Maturity Date, the Termination Date, the
Availability Period or any scheduled date fixed for any payment of principal of,
or interest on, any Loan, fee or other sum to be paid hereunder or waive any
Event of Default described in Section 9.01(a); (d) change the percentage of any
of the Commitments or of the aggregate unpaid principal amount of Obligations,
or the percentage of Lenders, which shall be required for the Lenders or any of
them to take any action under this Agreement (including, to change the
definition of "Majority Lenders"); (e) change any provision contained in
Sections 4.06(c), 12.03 or 12.04 or this Section 12.05, or (f) release any
Person from liability under a guaranty. Notwithstanding anything in this Section
12.05 to the contrary, no amendment, modification, waiver or consent shall be
made with respect to Article X without the consent of the Administrative Agent
to the extent it affects the Administrative Agent, as the Administrative Agent.
Subject to the foregoing, the amendment or waiver of any provisions of Article
VI, VII, VIII or IX may be effected with the consent of the Majority Lenders.

         SECTION 12.06. Successors and Assigns. (a) This Agreement shall be
binding upon and inure to the benefit of the Borrowers, the Administrative Agent
and the Lenders and their respective successors and assigns; provided, however,
that no Borrower may assign or transfer any of its rights or obligations
hereunder without the prior written consent of all of the Lenders, and any such
assignment or transfer without such consent shall be null and void. Each Lender
may sell participations to any Person in all or part of any Loan, or all or part
of its Notes or Commitment, in which event, without limiting the foregoing, the
provisions of the Loan Documents shall inure to the benefit of each purchaser of
a participation; provided, however, the pro rata treatment of payments, as
described in Section 4.02, shall be determined as if such Lender had not sold
such participation. No Lender that sells one or more participations to any
Person shall be relieved by virtue of such participation from any of its
obligations to the Borrowers under this Agreement. In the event any Lender shall
sell any participation, such Lender shall retain the sole right and
responsibility to enforce the obligations of the Borrowers hereunder and under
the other Loan Documents, including the right to approve any amendment,
modification or waiver of any provision of this Agreement or any other Loan
Document other than amendments, modifications or waivers with respect to (i) any
fees payable hereunder to the Lenders, (ii) the amount of principal or the rate
of interest payable on, or the dates fixed for the scheduled repayment of
principal of, any of the Obligations, and (iii) the release of any guarantor of
or any collateral securing any of the Obligations.


                                      -66-
<PAGE>   73


         (b) Each Lender may assign to one or more Lenders or any other Person
all or a portion of its interests, rights and obligations under this Agreement;
provided, however, that (i) the aggregate amount of the Commitment of the
assigning Lender subject to each such assignment shall in no event be less than
$10,000,000; provided that such assigning Lender shall retain at least
$5,000,000 of its Commitment unless such Lender is assigning all of its
Commitment and (ii) other than in the case of an assignment to another Lender
(that is, at the time of the assignment, a party hereto) or to an Affiliate of
such Lender, the Administrative Agent and, so long as no Event of Default shall
have occurred and be continuing, the U.S. Borrower must give its prior written
consent, which consent shall not be unreasonably withheld. As a condition
precedent to any such assignment, the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance an
Assignment and Acceptance in the form of Exhibit 12.06 hereto (each an
"Assignment and Acceptance") with blanks appropriately completed, together with
any Note or Notes subject to such assignment and a processing and recording fee
of $4,000 paid by the assignee (for which the Borrowers will have no liability).
Upon such execution, delivery and acceptance, from and after the effective date
specified in each Assignment and Acceptance, (A) the assignee thereunder shall
be a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder and (B) the Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto except in respect of provisions of this Agreement which
survive payment of the Obligations and termination of the Commitment).


         (c) By executing and delivering an Assignment and Acceptance, the
assignor and assignee thereunder confirm to and agree with each other and the
other parties hereto as follows: (i) other than the representation and warranty
that it is the legal and beneficial owner of the interest being assigned thereby
free and clear of any adverse claim, the applicable assignor makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any of the other Loan Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any of the other Loan Documents or any other instrument or document furnished
pursuant thereto; (ii) the applicable assignor makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any Borrower or the performance or observance by any Borrower of any of its
obligations under this Agreement or any of the other Loan Documents or any other
instrument or document furnished pursuant hereto; (iii) the applicable assignee
confirms that it has received a copy of this Agreement and the other Loan
Documents, together with copies of the financial statements referred to in
Section 6.07 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) the applicable assignee will, independently and
without reliance upon the Administrative Agent, the applicable assignor or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan Documents; (v) the
applicable assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to the Administrative
Agent by the terms hereof, together with such powers as are


                                      -67-
<PAGE>   74

reasonably incidental thereto; and (vi) the applicable assignee agrees that it
will perform in accordance with their terms all obligations that by the terms of
this Agreement and the other Loan Documents are required to be performed by it
as a Lender.

         (d) The entries in the records of the Administrative Agent as to each
Assignment and Acceptance delivered to it and the names and addresses of the
Lenders and the Commitment of, and principal amount of the Obligations owing to,
each Lender from time to time shall be presumed correct, in the absence of
manifest error, and the Borrowers, Administrative Agent and the Lenders may
treat each Person the name of which is recorded in the books and records of the
Administrative Agent as a Lender hereunder for all purposes of this Agreement
and the other Loan Documents.

         (e) Upon the Administrative Agent's receipt of an Assignment and
Acceptance executed by an assigning Lender and the assignee thereunder, together
with any Note or Notes subject to such assignment and the written consent to
such assignment (to the extent consent is required), the Administrative Agent
shall, if such Assignment and Acceptance has been completed with blanks
appropriately filled, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in its records and (iii) give prompt notice
thereof to the applicable Borrower. Within five Business Days after receipt of
notice, the applicable Borrower, at its own expense, shall execute and deliver
to the Administrative Agent new Notes payable to the order of such assignee in
the appropriate amounts and, if the assigning Lender has retained Commitments
hereunder, new Notes to the order of the assigning Lender in the appropriate
amounts. Such new Notes shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in the forms required hereunder.

         (f) Notwithstanding any other provision herein, any Lender may, in
connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 12.06 disclose to the assignee or
participant or proposed assignee or participant, any information relating to the
Obligors furnished to such Lender by or on behalf of any Obligor subject,
however to the provisions of Section 12.07.

         (g) Anything in this Section 12.06 to the contrary notwithstanding, any
Lender may at any time, without the consent of the Administrative Agent, any
Borrower or any other Person, assign and pledge all or any portion of its
Commitment and the Obligation owing to it to any Federal Reserve Bank (and its
transferees) as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank. No such assignment shall release
the assigning Lender from its obligations hereunder.

         (h) All transfers of any interest in any Note hereunder shall be in
compliance with all federal and state securities laws, if applicable.
Notwithstanding the foregoing sentence, however, the parties to this Agreement
do not intend that any transfer under this Section 12.06 be construed as a
"purchase" or "sale" of a "security" within the meaning of any applicable
federal or state securities laws.

         (i) (i) Notwithstanding anything to the contrary contained herein, any
     Lender (a


                                      -68-
<PAGE>   75


     "Granting Lender") may grant to a special purpose funding vehicle (an
     "SPC") of such Granting Lender, identified as such in writing from time to
     time by the Granting Lender to the Administrative Agent and the U.S.
     Borrower, the option to provide to any Borrower all or any part of any Loan
     that such Granting Lender would otherwise be obligated to make to such
     Borrower pursuant to this Agreement; provided that (i) nothing herein shall
     constitute a commitment by any SPC to make any Loan and (ii) if an SPC
     elects not to exercise such option or otherwise fails to provide all or any
     part of such Loan, the Granting Lender shall be obligated to make such Loan
     pursuant to the terms hereof. The making of any Loan by an SPC hereunder
     shall utilize the Commitment of the Granting Lender to the same extent, and
     as if, such Loan were made by the Granting Lender. Each party hereto hereby
     agrees that no SPC shall be liable for any obligation of any kind with
     respect to this Agreement under any circumstances whatsoever, including
     without limitation whether or not the related Granting Lender makes such
     payment. The foregoing shall not release the Granting Lender from any
     obligation hereunder; and the Granting Lender's liability shall be
     determined as if no grant to an SPC had been made by it.

         (ii) Each party hereto hereby acknowledges and agrees that no SPC shall
     have any voting rights hereunder and that the voting rights attributable to
     any extensions of credit made by an SPC shall be exercised only by the
     relevant Granting Lender. Each Granting Lender shall serve as the
     administrative agent and attorney-in-fact for its SPC and shall on behalf
     of its SPC: (i) receive any and all payments made for the benefit of such
     SPC and (ii) give and receive all communications and notices and take all
     actions hereunder to the extent, if any, such SPC shall have any rights
     hereunder. To the extent a SPC shall have the right to receive or give any
     such notice or take any such action in writing, it shall be signed by its
     Granting Lender as administrative agent and attorney-in-fact for such SPC
     and need not be signed by such SPC on its own behalf. The parties hereto
     may rely thereon without any requirement that the SPC sign or acknowledge
     the same.

         (iii) In addition, notwithstanding anything to the contrary contained
     herein, any SPC may (i) with notice to, but without the prior written
     consent of, the U.S. Borrower or the Administrative Agent and without
     paying any processing fee therefor, assign all or a portion of its
     interests in any Loans to its Granting Lender or to any financial
     institutions providing liquidity and/or credit facilities to or for the
     account of such SPC to fund the Loans made by such SPC or to support the
     securities (if any) issued by such SPC to fund such Loans and (ii) disclose
     on a confidential basis any non-public information relating to its Loans to
     any rating agency, commercial paper dealer or provider or a surety,
     guarantee or credit or liquidity enhancement to such SPC.

         (iv) In the event that an SPC extends a Loan to a Borrower as
     contemplated above, such Borrower shall repay such Loan to the
     Administrative Agent for the account of the SPC in full on the last day of
     the Interest Period applicable thereto, notwithstanding any provision for
     repayments being affected on a basis net of re-borrowings or any other
     provision contained herein. The foregoing shall not release the Granting
     Lender from any obligation hereunder, the Granting Lender's liability to be
     determined as if no grant to an SPC had been made by it.


                                      -69-
<PAGE>   76

         (v) Each party hereto agrees that until the 369th day following the
     maturity of the last maturing commercial paper note issued or to be issued
     by an SPC, it will not institute, or join with others in instituting,
     against the SPC any involuntary bankruptcy or insolvency proceeding under
     any applicable bankruptcy reorganization, insolvency or similar law, as now
     or hereafter in effect.

         SECTION 12.07. Confidentiality. Each Lender agrees to exercise its best
efforts to keep any information delivered or made available by any Obligor to it
(including any information obtained pursuant to Section 7.01) which is clearly
indicated to be confidential information, confidential from anyone other than
Persons employed or retained by such Lender who are or are expected to become
engaged in evaluating, approving, structuring or administering the Loans;
provided that nothing herein shall prevent any Lender from disclosing such
information (a) to any other Lender, (b) pursuant to subpoena or upon the order
of any court or administrative agency, (c) upon the request or demand of any
regulatory agency or authority having jurisdiction over such Lender, (d) which
has been publicly disclosed, (e) to the extent reasonably required in connection
with any litigation to which the Administrative Agent, any Lender, any Obligor
or their respective Affiliates may be a party, (f) to the extent reasonably
required in connection with the exercise of any remedy hereunder or under any
other Loan Document, (g) to such Lender's legal counsel and independent auditors
and (h) to any actual or proposed participant or assignee of all or part of its
rights hereunder which has agreed in writing to be bound by the provisions of
this Section 12.07. Each Lender will promptly notify the Borrowers of any
information that it is required or requested to deliver pursuant to clause (b)
or (c) of this Section 12.07 and, if no Obligor is a party to any such
litigation, clause (e) of this Section 12.07.

         SECTION 12.08. Survival of Representations and Warranties. All
representations, warranties and covenants contained herein or made in writing by
the Obligors in connection herewith and the other Loan Documents shall survive
the execution and delivery of this Agreement, the Notes and the other Loan
Documents until two years and one day after payment in full of the Obligations
and the termination of the Commitments of the Lenders, and will bind and inure
to the benefit of the respective successors and assigns of the parties hereto,
whether so expressed or not, provided, that the undertaking of the Lenders to
make Loans and extend credit to the applicable Borrower shall not inure to the
benefit of any successor or assign of such Borrower, except a successor or
assign that becomes such in accordance with, as provided in Section 8.02.

         SECTION 12.09. Governing Law. This Agreement, all Notes, the other Loan
Documents and all other documents executed in connection herewith and therewith
and the rights and obligations of the parties hereto and thereto, shall be
deemed to be contracts and agreements executed by the Obligor, the
Administrative Agent and the Lenders under the laws of the State of Texas and of
the United States of America and for all purposes shall be construed in
accordance with, and governed by, the laws of said state and, to the extent
controlling, of the United States of America.

         SECTION 12.10. Independence of Covenants. All covenants contained in
this Agreement and in the other Loan Documents shall be given independent effect
so that if a particular action or condition is not permitted by any of such
covenants, the fact that such action or condition



                                      -70-
<PAGE>   77
 would be permitted by an exception to, or otherwise be within the limitations
of, another covenant, shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.

         SECTION 12.11. Binding Effect. This Agreement shall become effective on
the Effective Date.

         SECTION 12.12. Separability. Should any clause, sentence, paragraph or
Section of this Agreement be judicially declared to be invalid, unenforceable or
void, such decision will not have the effect of invalidating or voiding the
remainder of this Agreement, and the parties hereto agree that the part or parts
of this Agreement so held to be invalid, unenforceable or void will be deemed to
have been stricken herefrom and the remainder will have the same force and
effectiveness as if such part or parts had never been included herein.

         SECTION 12.13. Judgment Currency. If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from a Borrower
hereunder in the currency expressed to be payable herein (the "specified
currency") into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative
Agent could purchase the specified currency with such other currency at the
Administrative Agent's Principal Office located in the United States on the
Business Day preceding that on which final, non-appealable judgment is given.
The obligations of each Borrower in respect of any sum due to any Lender or the
Administrative Agent hereunder shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Administrative Agent (as
the case may be) of any sum adjudged to be so due in such other currency such
Lender or the Administrative Agent (as the case may be) may in accordance with
normal, reasonable banking procedures purchase the specified currency with such
other currency. The method of calculating the exchange rate contained in this
Section 12.13 shall govern and control for purposes of obtaining a judgment,
notwithstanding any other provisions in this Agreement to the contrary. If the
amount of the specified currency so purchased is less than the sum originally
due to such Lender or the Administrative Agent, as the case may be, in the
specified currency, the respective Borrower agrees, to the fullest extent that
it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative Agent, as
the case may be, in the specified currency and (b) any amounts shared with other
Lenders as a result of allocations of such excess as a disproportionate payment
to such Lender under Section 4.05, such Lender or the Administrative Agent, as
the case may be, agrees to remit such excess to such Borrower.

         SECTION 12.14. Conflicts Between This Agreement and the Other Loan
Documents. In the event of any conflict between, or inconsistency with, the
terms of this Agreement and the terms of any of the other Loan Documents, the
terms of this Agreement shall control.


                                      -71-
<PAGE>   78


         SECTION 12.15. Limitation on Charges; Substitute Lenders;
Non-Discrimination. Anything in Sections 3.03(c) or 7.07 notwithstanding:

         (a) no Borrower shall be required to pay to any Lender reimbursement
     with regard to any costs or expenses described in such Sections, unless
     such Lender notifies the applicable Borrower of such costs or expenses
     within 90 days after the date paid or incurred; and

         (b) if any Lender elects to pass through to any Borrower any material
     charge or cost under such Sections or elects to terminate the availability
     of Eurocurrency Borrowings for any material period of time, the Borrowers
     may, within 60 days after the date of such event and so long as no Default
     or Event of Default shall have occurred and be continuing, elect to
     terminate such Lender as a party to this Agreement; provided that,
     concurrently with such termination the Borrowers shall (i) if the
     Administrative Agent and each of the other Lenders shall consent, pay that
     Lender all principal, interest and fees and other amounts owed to such
     Lender by all Borrowers through such date of termination (including all
     amounts that would be due to such Lender if such Lender's Loans were
     prepaid) or (ii) have arranged for an Eligible Assignee as of such date, to
     become a substitute Lender for all purposes under this Agreement in the
     manner provided in Section 12.06; provided further that, prior to
     substitution for any Lender, the Borrowers shall have given written notice
     to the Administrative Agent of such intention and the Lenders shall have
     the option, but no obligation, for a period of 10 days after receipt of
     such notice, to increase their Commitments in order to replace the affected
     Lender in lieu of such substitution.

         SECTION 12.16. Limitation of Interest. The Borrowers and the Lenders
intend to strictly comply with all applicable federal and Texas laws, including
applicable usury laws (or the usury laws of any jurisdiction whose usury laws
are deemed to apply to the Notes or any other Loan Documents despite the
intention and desire of the parties to apply the usury laws of the State of
Texas). Accordingly, the provisions of this Section 12.16 shall govern and
control over every other provision of this Agreement or any other Loan Document
which conflicts or is inconsistent with this Section, even if such provision
declares that it controls. As used in this Section, the term "interest" includes
the aggregate of all charges, fees, benefits or other compensation which
constitute interest under applicable law, provided that, to the maximum extent
permitted by applicable law, (a) any non-principal payment shall be
characterized as an expense or as compensation for something other than the use,
forbearance or detention of money and not as interest, and (b) all interest at
any time contracted for, reserved, charged or received shall be amortized,
prorated, allocated and spread, in equal parts during the full term of the
Obligations. In no event shall the Borrowers or any other Person be obligated to
pay, or any Lender have any right or privilege to reserve, receive or retain,
(a) any interest in excess of the maximum amount of nonusurious interest
permitted under the laws of the State of Texas or the applicable laws (if any)
of the United States or of any other applicable jurisdiction, or (b) total
interest in excess of the amount which such Lender could lawfully have
contracted for, reserved, received, retained or charged had the interest been
calculated for the full term of the Obligations at the Maximum Lawful Rate. The
daily interest rates to be used in calculating interest at the Maximum Lawful
Rate shall be determined by dividing the applicable Maximum Lawful Rate per
annum by the number of days in the calendar year for which such calculation is
being made. None of the terms and provisions contained in this Agreement or in
any


                                      -72-
<PAGE>   79


other Loan Document (including Section 9.01 hereof) which directly or indirectly
relate to interest shall ever be construed without reference to this Section
12.16, or be construed to create a contract to pay for the use, forbearance or
detention of money at an interest rate in excess of the Maximum Lawful Rate. If
the term of any Obligation is shortened by reason of acceleration of maturity as
a result of any Event of Default or by any other cause, or by reason of any
required or permitted prepayment, and if for that (or any other) reason any
Lender at any time, including but not limited to, the stated maturity, is owed
or receives (and/or has received) interest in excess of interest calculated at
the Maximum Lawful Rate, then and in any such event all of any such excess
interest shall be canceled automatically as of the date of such acceleration,
prepayment or other event which produces the excess, and, if such excess
interest has been paid to such Lender, it shall be credited pro tanto against
the then-outstanding principal balance of the applicable Borrower's obligations
to such Lender, effective as of the date or dates when the event occurs which
causes it to be excess interest, until such excess is exhausted or all of such
principal has been fully paid and satisfied, whichever occurs first, and any
remaining balance of such excess shall be promptly refunded to its payor.

         SECTION 12.17. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

         SECTION 12.18. Submission to Jurisdiction. (a) ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF TEXAS AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH OBLIGOR, THE ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUER HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY,
THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH
ACTION OR PROCEEDING. EACH OBLIGOR, TO THE EXTENT IT IS NOT QUALIFIED TO DO
BUSINESS IN TEXAS, HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS
CORPORATION SERVICE COMPANY, WITH OFFICES ON THE DATE HEREOF AT 800 BRAZOS
STREET, AUSTIN, TEXAS 78701, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE,
ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY,
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY
BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE,
APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH SUCH
OBLIGOR AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN TEXAS ON THE
TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE
AGENT. EACH OBLIGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
IT AT ITS ADDRESS PROVIDED IN SECTION 12.02, SUCH SERVICE TO BECOME EFFECTIVE
THIRTY DAYS

                                      -73-
<PAGE>   80


AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE
AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OBLIGORS IN ANY
OTHER JURISDICTION.

         (b) EACH OF THE OBLIGORS HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         SECTION 12.19. Waiver of Jury Trial. EACH OBLIGOR, THE ADMINISTRATIVE
AGENT, EACH LENDER AND EACH ISSUER (a) IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO ANY LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (b)
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY
HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES; (c) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR COUNSEL
FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT
SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS; AND (d) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY BASED UPON, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION.

         SECTION 12.20. Final Agreement of the Parties. THIS AGREEMENT
(INCLUDING THE SCHEDULES AND EXHIBITS HERETO), THE NOTES AND THE OTHER LOAN
DOCUMENTS CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE
TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, 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.


                                      -74-
<PAGE>   81

Executed as of the 26th day of April, 2001.

                                                     BORROWERS:
                                                     ---------

                                              WEATHERFORD INTERNATIONAL, INC.


                                              By: /s/ C. Paige DiMaggio
                                              Name: C. Paige DiMaggio
                                              Title: Treasurer

                                              Notice Information:
                                              ------------------
                                              515 Post Oak Blvd., Suite 600
                                              Houston, Texas 77027
                                              Attn: Paige DiMaggio
                                              Phone: 713-693-4186
                                              Fax:   713-693-4315

                                      -75-
<PAGE>   82


                                             WEATHERFORD EURASIA LIMITED


                                             By: /s/ Douglas Sedge
                                             Name: Douglas Sedge
                                             Title: Regional VP

                                              Notice Information:
                                              ------------------
                                             c/o Weatherford International, Inc.
                                             515 Post Oak Blvd., Suite 600
                                             Houston, Texas 77027
                                             Attn: Paige DiMaggio
                                             Phone: 713-693-4186
                                             Fax:   713-693-4315

<PAGE>   83

                                             WEATHERFORD EURASIA B.V.


                                             By: /s/ Peter Abbink
                                             Name: P.J.B. Abbink
                                             Title: Director

                                             Notice Information:
                                             ------------------
                                             c/o Weatherford International, Inc.
                                             515 Post Oak Blvd., Suite 600
                                             Houston, Texas 77027
                                             Attn: Paige DiMaggio
                                             Phone: 713-693-4186
                                             Fax:   713-693-4315


<PAGE>   84


                                              GUARANTOR:
                                              ---------

                                              WEATHERFORD INTERNATIONAL, INC.


                                              By: /s/ C. Paige DiMaggio
                                              Name: C. Paige DiMaggio
                                              Title: Treasurer

                                              Notice Information:
                                              ------------------
                                              515 Post Oak Blvd., Suite 600
                                              Houston, Texas 77027
                                              Attn: Paige DiMaggio
                                              Phone: 713-693-4186
                                              Fax:   713-693-4315



<PAGE>   85


                                           ADMINISTRATIVE AGENT:
                                           --------------------

                                           BANK ONE, NA, as Administrative Agent


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


                                           Notice Information:
                                           ------------------
                                           One Bank One Plaza
                                           Mail Code IL1-0634
                                           Chicago, IL 60670
                                           Attn: John Beirne
                                           Phone: 312-732-3659
                                           Fax:   312-732-4840

                                           with a copy to:

                                           910 Travis
                                           Houston, TX 77002
                                           Attn: Helen Carr
                                           Phone: 713-751-3731
                                           Fax:   713-751-3760
                                           E-mail: helen_carr@bankone.com


<PAGE>   86


                                              LENDERS:
                                              -------

                                              BANK ONE, NA


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


                                              Notice Information:
                                              ------------------
                                              One Bank One Plaza
                                              Mail Code IL1-0634
                                              Chicago, IL 60670
                                              Attn: John Beirne
                                              Phone: 312-732-3659
                                              Fax:   312-732-4840

                                              with a copy to:

                                              910 Travis
                                              Houston, TX 77002
                                              Attn: Helen Carr
                                              Phone: 713-751-3731
                                              Fax:   713-751-3760
                                              E-mail: helen_carr@bankone.com



<PAGE>   87


                                              ABN AMRO BANK N.V.


                                              By: /s/ Stuart Murray
                                              Name: Stuart Murray
                                              Title: Group Vice President

                                              By: /s/ Frank Russo
                                              Name: Frank Russo
                                              Title: Group Vice President


                                             Notice Information:
                                             ------------------
                                             208 LaSalle Street, Suite 1500
                                             Chicago, IL 60604-1003
                                             Attn: Credit Administration
                                             Phone: 312-992-5100
                                             Fax:   312-992-5111

                                             with a copy to:

                                             Three Riverway, Suite 1700
                                             Houston, TX 77056
                                             Attn: Stuart Murray
                                             Phone: 713-964-3358
                                             Fax:   713-621-5801


<PAGE>   88


                                             ROYAL BANK OF CANADA


                                             By: /s/ Jason York
                                             Name: Jason York
                                             Title: Manager

                                             Notice Information:
                                             ------------------
                                             One Liberty Plaza, 3rd Floor
                                             New York, NY 10006-1404
                                             Attn: Manager, Loans Administration
                                             Phone: 212-428-6338
                                             Fax:   212-428-2372

                                             with a copy to:

                                             2800 Post Oak Blvd.
                                             5700 Williams Tower
                                             Houston, TX 77056
                                             Attn: Jason York
                                             Phone: 713-403-5679
                                             Fax:   713-403-5624


<PAGE>   89


                                             The Royal Bank of Scotland plc


                                             By: /s/ Scott Barton
                                             Name: Scott Barton
                                             Title: Sr. Vice President

                                             Notice Information:
                                             ------------------
                                             65 East 55th Street, 21st Floor
                                             New York, NY 10022
                                             Attn: Sheila Shaw / Juanita Baird
                                             Phone: 212-401-1406 (Shaw)
                                                    212-401-1420 (Baird)
                                             Fax:   212-401-1336


<PAGE>   90


                                             THE BANK OF TOKYO-MITSUBISHI, LTD.


                                             By: /s/ K. Glassock
                                             Name: K. Glassock
                                             Title: VP & Manager

                                             Notice Information:
                                             ------------------
                                             1100 Louisiana Street, Suite 2800
                                             Houston, TX 77002
                                             Attn: Nadra Breir / Barrie Hogue
                                             Phone: 713-655-3847 (Breir)
                                                    713-655-3835 (Hogue)
                                             Fax:   713-658-1160


<PAGE>   91


                                   CHRISTIANIA BANK OG KREDITKASSE ASA


                                   By: /s/ Valter Jonzon    /s/ Rune Kastmann
                                   Name: Valter Jonzon          Rune Kastmann
                                   Title:   SVP 90299           SVP 95266

                                   Notice Information:
                                   ------------------
                                   P.O. Box 750
                                   4004 Stavanger, Norway
                                   Attn: International Loan Administration
                                   Phone: 4722484726
                                   Fax:   4722484278
                                   E-mail: stavanger@kbank.no


<PAGE>   92


                                            FIRST UNION NATIONAL BANK


                                            By: /s/ Robert R. Wetteroff
                                            Name: Robert R. Wetteroff
                                            Title: Senior Vice President

                                            Notice Information:
                                            ------------------
                                            301 S. College Street
                                            Charlotte, NC 28288
                                            Attn: Denise Nobles
                                            Phone: 704-374-4897
                                            Fax:   704-383-7201


<PAGE>   93


                                            THE FUJI BANK AND TRUST COMPANY


                                            By: /s/ Yui Tanaka
                                            Name: Yui Tanaka
                                            Title: Vice President & Manager

                                            Notice Information:
                                            ------------------
                                            One Houston Center, Suite 4100
                                            1221 McKinney
                                            Houston, TX 77010
                                            Attn: Mark Polasek / Joseph Kankam
                                            Phone: 713-650-7863
                                            Fax:   713-797-0717 (Polasek)
                                                   713-759-0717 (Kankam)

                                            with a copy to:

                                            Two World Trade Center
                                            New York, NY 10048
                                            Attn: Tina Catapano
                                            Phone: 212-898-2099
                                            Fax:   212-488-8216


<PAGE>   94


                                            SUNTRUST BANK


                                            By: /s/ Joseph M. McCreary
                                            Name: Joseph M. McCreary
                                            Title: AVP

                                            Notice Information:
                                            ------------------
                                            303 Peachtree Street
                                            M/C 1929, 3rd Floor
                                            Atlanta, GA 30308
                                            Attn: Roshawn Orise
                                            Phone: 404-230-1939
                                            Fax:   404-595-2730
                                            E-mail: roshawn.orise@suntrust.com


<PAGE>   95


                                            ARAB BANK PLC - NEW YORK BRANCH


                                            By: /s/ Samir Tamimi
                                            Name: Samir Tamimi
                                            Title: Vice President

                                            Notice Information:
                                            ------------------
                                            520 Madison Avenue
                                            New York, NY 10022
                                            Attn: John Korthuis
                                            Phone: 212-715-9741


<PAGE>   96


                                            BANK OF NEW YORK


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

                                           Notice Information:
                                           ------------------
                                           One Wall Street, 19th Floor
                                           New York, NY 10286
                                           Attn: Wynnette Williams
                                           Phone: 212-635-7921
                                           Fax:   212-635-7552

                                           with a copy to:

                                           One Wall Street, 19th Floor
                                           New York, NY 10286
                                           Attn: Craig Anderson
                                           Phone: 212-635-7547
                                           Fax:   212-635-7923
                                           E-mail: cjanderson@bankofny.com


<PAGE>   97


                                           BANCA NAZIONALE DEL LAVORO S.P.A. -
                                           NEW YORK BRANCH


                                           By: /s/ Giulio Giovine
                                           Name: Giulio Giovine
                                           Title: Vice President

                                           By: /s/ Leonardo Valentini
                                           Name: Leonardo Valentini
                                           Title: First Vice President


                                           Notice Information:
                                           ------------------
                                           25 West 51st Street
                                           New York, NY 10019
                                           Attn: Anna Hernandez
                                           Phone: 212-314-0679
                                           Fax:   212-765-2978


<PAGE>   98


                                          THE CHASE MANHATTAN BANK


                                          By: /s/ Robert G. Mertensotto
                                          Name: Robert G. Mertensotto
                                          Title: Managing Director

                                          Notice Information:
                                          ------------------
                                          600 Travis Street, 20th Floor
                                          Houston, TX 77002-8086
                                          Attn: Mona Foch
                                          Phone: 713-216-5911
                                          Fax:   713-216-6387
                                          E-mail: mona.foch@chase.com

                                          with a copy to:

                                          Attn:  Lily L. Tran
                                          Phone: 212-552-7319
                                          Fax:   212-552-2261


<PAGE>   99


                                          WELLS FARGO BANK TEXAS, N.A.


                                          By: /s/ Scott Gildea
                                          Name: Scott Gildea
                                          Title: Relationship Manager

                                          Notice Information:
                                          ------------------
                                          1000 Louisiana Street, 3rd Floor
                                          Houston, TX 77002
                                          Attn: Scott Gildea / Carlos A. Aguilar
                                          Phone: 713-719-1389 (Gildea)
                                                 713-719-1356 (Aguilar)
                                          Fax:   713-739-1087
                                          E-mail: gildeas@wellsfargo.com
                                                 aguilarc@wellsfargo.com