<PAGE>
                                                                    Exhibit 10.2
                                CREDIT AGREEMENT

                            Dated as of June 6, 2003

                                      among

                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,
                                 as the Lenders,

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

                             TEXAS INDUSTRIES, INC.,
                             as an Obligated Party,

                                       and

                               TXI OPERATIONS, LP,
                            RIVERSIDE CEMENT COMPANY,
                         CHAPARRAL STEEL MIDLOTHIAN, LP,
                                       and
                           CHAPARRAL (VIRGINIA) INC.,
                                as the Borrowers

                         BANC OF AMERICA SECURITIES LLC
                       Sole Lead Arranger and Book Manager

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                         <C>
ARTICLE 1 - LOANS AND LETTERS OF CREDIT...................................................................................   1
            Section 1.1             Total Facility........................................................................   1
            Section 1.2             Revolving Loans.......................................................................   1
            Section 1.3             Letters of Credit.....................................................................   5
            Section 1.4             Bank Products.........................................................................  10

ARTICLE 2 - INTEREST AND FEES.............................................................................................  10
            Section 2.1             Interest..............................................................................  10
            Section 2.2             Continuation and Conversion Elections.................................................  11
            Section 2.3             Maximum Interest Rate.................................................................  13
            Section 2.4             Unused Line Fee.......................................................................  14
            Section 2.5             Letter of Credit Fee..................................................................  14
            Section 2.6             Other Fees............................................................................  14

ARTICLE 3 - PAYMENTS AND PREPAYMENTS......................................................................................  15
            Section 3.1             Revolving Loans.......................................................................  15
            Section 3.2             Termination of Total Facility.........................................................  15
            Section 3.3             Prepayment of the Revolving Loans.....................................................  16
            Section 3.4             LIBOR Rate Revolving Loan Prepayments.................................................  16
            Section 3.5             Payments by the Borrowers.............................................................  16
            Section 3.6             Payments as Revolving Loans...........................................................  17
            Section 3.7             Apportionment, Application, and Reversal of Payments..................................  17
            Section 3.8             Indemnity for Returned Payments.......................................................  18
            Section 3.9             The Administrative Agent's and the Lenders' Books and Records;
                                    Monthly Statements....................................................................  18

ARTICLE 4 - TAXES, YIELD PROTECTION, AND ILLEGALITY.......................................................................  19
            Section 4.1             Taxes.................................................................................  19
            Section 4.2             Illegality............................................................................  20
            Section 4.3             Increased Costs and Reduction of Return...............................................  20
            Section 4.4             Funding Losses........................................................................  21
            Section 4.5             Inability to Determine Rates..........................................................  21
            Section 4.6             Certificates of the Administrative Agent..............................................  22
            Section 4.7             Survival..............................................................................  22
            Section 4.8             Replacement of Affected Lender........................................................  22

ARTICLE 5 - BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES.............................................................  23
            Section 5.1             Books and Records.....................................................................  23
            Section 5.2             Financial Information.................................................................  23
            Section 5.3             Notices to the Lender.................................................................  27

ARTICLE 6 - GENERAL WARRANTIES AND REPRESENTATIONS........................................................................  30
            Section 6.1             Authorization, Validity, and Enforceability of this Agreement and the
                                    other Loan Documents; No Conflicts....................................................  30
            Section 6.2             Validity and Priority of Security Interest............................................  30
</TABLE>

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<TABLE>
<S>                                                                                                                         <C>
            Section 6.3             Corporate Name; Prior Transactions....................................................  31
            Section 6.4             Capitalization and Subsidiaries.......................................................  31
            Section 6.5             Financial Statements and Projections..................................................  31
            Section 6.6             Solvency..............................................................................  32
            Section 6.7             Debt..................................................................................  32
            Section 6.8             Distributions.........................................................................  32
            Section 6.9             Real Estate; Leases...................................................................  32
            Section 6.10            Proprietary Rights....................................................................  32
            Section 6.11            Trade Names...........................................................................  33
            Section 6.12            Litigation............................................................................  33
            Section 6.13            Labor Matters.........................................................................  33
            Section 6.14            Environmental Laws....................................................................  33
            Section 6.15            No Violation of Law...................................................................  34
            Section 6.16            No Default............................................................................  34
            Section 6.17            ERISA Compliance......................................................................  35
            Section 6.18            Taxes.................................................................................  35
            Section 6.19            Regulated Entities....................................................................  35
            Section 6.20            Use of Proceeds; Margin Regulations...................................................  36
            Section 6.21            No Material Adverse Change............................................................  36
            Section 6.22            Full Disclosure.......................................................................  36
            Section 6.23            Material Agreements...................................................................  36
            Section 6.24            Bank Accounts.........................................................................  36
            Section 6.25            Governmental Authorization............................................................  36
            Section 6.26            Reserved..............................................................................  36
            Section 6.27            Common Enterprise.....................................................................  36
            Section 6.28            Tax Shelter Regulations...............................................................  37

ARTICLE 7 - AFFIRMATIVE AND NEGATIVE COVENANTS............................................................................  37
            Section 7.1             Taxes and Other Obligations...........................................................  37
            Section 7.2             Legal Existence and Good Standing.....................................................  37
            Section 7.3             Compliance with Law and Agreements; Maintenance of Licenses...........................  38
            Section 7.4             Maintenance of Property; Inspection of Property.......................................  38
            Section 7.5             Insurance.............................................................................  38
            Section 7.6             Insurance and Condemnation Proceeds...................................................  39
            Section 7.7             Environmental Laws....................................................................  39
            Section 7.8             Compliance with ERISA.................................................................  40
            Section 7.9             Mergers, Consolidations, or Sales.....................................................  40
            Section 7.10            Distributions; Capital Change; Restricted Investments.................................  42
            Section 7.11            Transactions Resulting in a Material Adverse Effect...................................  42
            Section 7.12            Guaranties............................................................................  42
            Section 7.13            Debt..................................................................................  43
            Section 7.14            Prepayment............................................................................  43
            Section 7.15            Transactions with Affiliates..........................................................  43
            Section 7.16            Investment Banking and Finder's Fees..................................................  44
            Section 7.17            Business Conducted....................................................................  44
            Section 7.18            Liens.................................................................................  44
            Section 7.19            Reserved..............................................................................  44
</TABLE>

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<TABLE>
<S>                                                                                                                         <C>
            Section 7.20            New Subsidiaries; Addition of Subsidiaries as Borrowers...............................  44
            Section 7.21            Fiscal Year...........................................................................  44
            Section 7.22            Fixed Charge Coverage Ratio...........................................................  44
            Section 7.23            Tangible Net Worth....................................................................  45
            Section 7.24            Use of Proceeds.......................................................................  45
            Section 7.25            Lenders as Depository.................................................................  45
            Section 7.26            Landlord and Bailee Agreements........................................................  46
            Section 7.27            Guaranties of the Obligations.........................................................  46
            Section 7.28            Additional Collateral; Further Assurances.............................................  46

ARTICLE 8 - CONDITIONS OF LENDING.........................................................................................  47
            Section 8.1             Conditions Precedent to Making of Revolving Loans on the Closing Date.................  47
            Section 8.2             Conditions Precedent to Each Loan.....................................................  51

ARTICLE 9 - DEFAULT; REMEDIES.............................................................................................  52
            Section 9.1             Events of Default.....................................................................  52
            Section 9.2             Remedies..............................................................................  55

ARTICLE 10 - TERM AND TERMINATION.........................................................................................  57
            Section 10.1            Term and Termination..................................................................  57

ARTICLE 11 - AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS.................................................  57
            Section 11.1            Amendments and Waivers................................................................  57
            Section 11.2            Assignments; Participations...........................................................  59

ARTICLE 12 - THE ADMINISTRATIVE AGENT.....................................................................................  62
            Section 12.1            Appointment and Authorization.........................................................  62
            Section 12.2            Delegation of Duties..................................................................  62
            Section 12.3            Liability of the Administrative Agent.................................................  62
            Section 12.4            Reliance by the Administrative Agent..................................................  63
            Section 12.5            Notice of Default.....................................................................  63
            Section 12.6            Credit Decision.......................................................................  63
            Section 12.7            Indemnification.......................................................................  64
            Section 12.8            The Administrative Agent in Individual Capacity.......................................  64
            Section 12.9            Successor Administrative Agent........................................................  65
            Section 12.10           Withholding Tax.......................................................................  65
            Section 12.11           Collateral Matters....................................................................  67
            Section 12.12           Restrictions on Actions by the Lenders; Sharing of Payments...........................  68
            Section 12.13           Agency for Perfection.................................................................  68
            Section 12.14           Payments by the Administrative Agent to the Lenders...................................  69
            Section 12.15           Settlement............................................................................  69
            Section 12.16           Letters of Credit; Intra-Lender Issues................................................  73
            Section 12.17           Concerning the Collateral and the Related Loan Documents..............................  75
            Section 12.18           Field Audit and Examination Reports; Disclaimer by the Lenders........................  75
            Section 12.19           Relation Among the Lenders............................................................  76
</TABLE>

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<TABLE>
<S>                                                                                                                         <C>
ARTICLE 13 - MISCELLANEOUS................................................................................................  76
            Section 13.1            No Waivers; Cumulative Remedies.......................................................  76
            Section 13.2            Severability..........................................................................  76
            Section 13.3            Governing Law; Choice of Forum; Service of Process....................................  77
            Section 13.4            Waiver of Jury Trial..................................................................  78
            Section 13.5            Survival of Representations and Warranties............................................  78
            Section 13.6            Other Security and Guaranties.........................................................  78
            Section 13.7            Fees and Expenses.....................................................................  78
            Section 13.8            Notices...............................................................................  79
            Section 13.9            Waiver of Notices.....................................................................  80
            Section 13.10           Binding Effect........................................................................  80
            Section 13.11           Indemnity of the Administrative Agent and the Lenders by the Borrower.................  80
            Section 13.12           Limitation of Liability...............................................................  81
            Section 13.13           Final Agreement.......................................................................  82
            Section 13.14           Counterparts..........................................................................  82
            Section 13.15           Captions..............................................................................  82
            Section 13.16           Right of Setoff.......................................................................  82
            Section 13.17           Confidentiality.......................................................................  83
            Section 13.18           Conflicts with other Loan Documents...................................................  84
            Section 13.19           Joint and Several Liability...........................................................  84
            Section 13.20           Contribution and Indemnification among the Borrowers..................................  85
            Section 13.21           Agency of the Parent for each Obligated Party.........................................  85
            Section 13.22           Additional Borrowers and Guarantors...................................................  86
            Section 13.23           Express Waivers By the Obligated Parties In Respect of Cross
                                    Guaranties and Cross Collateralization................................................  86
</TABLE>

TABLE OF CONTENTS                                iv

<PAGE>


EXHIBITS:

Exhibit A     -    Form of Revolving Loan Note
Exhibit B     -    Form of Borrowing Base Certificate
Exhibit C     -    Form of Compliance Certificate
Exhibit D     -    Form of Notice of Borrowing
Exhibit E     -    Form of Notice of Continuation/Conversion
Exhibit F     -    Form of Assignment and Acceptance

SCHEDULES:

Schedule 6.3  -    Prior Names
Schedule 6.4  -    Capitalization; Subsidiaries
Schedule 6.7  -    Debt
Schedule 6.9  -    Real Estate; Leases
Schedule 6.10 -    Material Proprietary Rights
Schedule 6.11 -    Trade Names
Schedule 6.12 -    Litigation
Schedule 6.13 -    Labor Matters
Schedule 6.14 -    Environmental Matters
Schedule 6.17 -    ERISA
Schedule 6.23 -    Material Agreements
Schedule 6.24 -    Bank Accounts
Schedule A-1  -    Commitments
Schedule A-2  -    Permitted Liens
Schedule A-3  -    Investments
Schedule A-4  -    Existing Letters of Credit

TABLE OF CONTENTS                       v

<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement, dated as of June 6, 2003, ("Agreement") among
the financial institutions from time to time parties hereto (such financial
institutions, together with their respective successors and assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), Bank of America, N.A., with an office at 55 South Lake Avenue, Suite
900, Pasadena, California 91101, as administrative agent for the Lenders (in its
capacity as administrative agent, the "Administrative Agent"), TXI Operations,
LP, Riverside Cement Company, Chaparral Steel Midlothian, LP, and Chaparral
(Virginia) Inc. (each individually a "Borrower" and collectively, the
"Borrowers"), and Texas Industries, Inc. (the "Parent" and, collectively with
the Borrowers, the "Obligated Parties").

                                    RECITALS:

         A.       Capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings ascribed thereto in Annex A which is
attached hereto and incorporated herein. The rules of construction contained in
Annex A shall govern the interp retation of this Agreement, and all Annexes,
Exhibits, and Schedules attached hereto are incorporated herein by reference.

         B.       The Obligated Parties have requested the Lenders to make
available to the Borrowers a revolving credit facility for loans and letters of
credit in the aggregate principal amount of $200,000,000, which extensions of
credit the Borrowers will use for the purposes permitted by Section 7.24.

         C.       The Lenders have agreed to make available to the Borrowers a
revolving credit facility upon the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in this Agreement, and for good and valuable consideration,
the receipt of which is hereby acknowledged, the Lenders, the Agent, and the
Obligated Parties hereby agree as follows.

                                   ARTICLE 1

                           LOANS AND LETTERS OF CREDIT

         Section 1.1 Total Facility. Subject to the terms and conditions of this
Agreement, the Lenders agree to make available a total credit facility of up to
$200,000,000 (the "Total Facility") for use by any one or more of the Borrowers
from time to time during the term of this Agreement. The Total Facility shall be
composed of a revolving line of credit consisting of Revolving Loans and Letters
of Credit as described in Section 1.2 and Section 1.3.

         Section 1.2 Revolving Loans.

                  (a)      Amounts. Subject to the satisfaction of the
         conditions precedent set forth in Article 8, each Lender severally, but
         not jointly, agrees, upon a Borrower's request from time to time on any
         Business Day during the period from the Closing Date to the Termination
         Date, to make revolving loans (the "Revolving Loans") to the Borrowers
         in

CREDIT AGREEMENT - Page 1

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         amounts not to exceed such Lender's Pro Rata Share of the Availability,
         except for Non-Ratable Loans and Agent Advances. The Lenders, however,
         in their unanimous discretion, may elect to make Revolving Loans or
         issue or arrange to have issued Letters of Credit in excess of the
         Availability or the Borrowing Base on one or more occasions, but if
         they do so, neither the Agent nor the Lenders shall be deemed thereby
         to have changed the limits of the Availability or the Borrowing Base or
         to be obligated to exceed such limits on any other occasion. If (i) any
         requested Borrowing would exceed Availability or (ii) after giving
         effect to any requested Borrowing the Aggregate Revolver Outstandings
         would exceed the amount of the Borrowing Base, then the Lenders may
         refuse to make or may otherwise restrict the making of Revolving Loans
         and the issuance of Letters of Credit as the Lenders determine until
         such excess has been eliminated, subject to the Administrative Agent's
         authority, in its sole discretion, to make Agent Advances pursuant to
         the terms of Section 1.2(j).

                  (b)      Revolving Loan Notes. The Borrowers shall execute and
         deliver to each Lender a promissory note to evidence the Revolving
         Loans of that Lender (each a "Revolving Loan Note" and, collectively,
         the "Revolving Loan Notes"). Each Revolving Loan Note shall be in the
         principal amount of the applicable Lender's Pro Rata Share of the
         Commitments, dated as of the Closing Date or the date of any assignment
         of a portion of any Lender's Revolving Loans, and substantially in the
         form of Exhibit A. Each Revolving Loan Note shall represent the
         obligation of the Borrowers to pay the amount of the applicable
         Lender's Pro Rata Share of the Commitments, or, if less, such Lender's
         Pro Rata Share of the aggregate unpaid principal amount of all
         Revolving Loans to the Borrowers together with interest thereon as
         prescribed in this Agreement. The entire unpaid balance of the
         Revolving Loans and all other non-contingent Obligations shall be
         immediately due and payable in full in immediately available funds on
         the Termination Date.

                  (c)      Procedure for Borrowing.

                           (i)      Each Borrowing of Revolving Loans shall be
                  made upon a Borrower's irrevocable written notice delivered to
                  the Administrative Agent in the form of a notice of borrowing
                  in the form attached hereto as Exhibit D (a "Notice of
                  Borrowing"), which must be received by the Administrative
                  Agent prior to 11:00 a.m. (Dallas, Texas time) (y) three
                  Business Days prior to the requested Funding Date, in the case
                  of LIBOR Rate Revolving Loans and (z) on the requested Funding
                  Date, in the case of Base Rate Revolving Loans, specifying:

                                    (A)      the amount of the Borrowing, which
                           in the case of LIBOR Rate Revolving Loans shall be in
                           an amount that is not less than $1,000,000 or an
                           integral multiple of $100,000 in excess thereof or in
                           the case of Base Rate Revolving Loans shall be in an
                           amount that is not less than $500,000 or an integral
                           multiple of $50,000 in excess thereof;

                                    (B)      the requested Funding Date, which
                           shall be a Business Day;

CREDIT AGREEMENT - Page 2

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                                    (C)      whether the Revolving Loans
                           requested are to be Base Rate Revolving Loans or
                           LIBOR Rate Revolving Loans; provided that if such
                           Borrower fails to specify whether any Revolving Loans
                           are to be Base Rate Revolving Loans or LIBOR Rate
                           Revolving Loans, such request shall be deemed a
                           request for Base Rate Revolving Loans;

                                    (D)      the duration of the Interest Period
                           if the requested Revolving Loans are to be LIBOR Rate
                           Revolving Loans; provided that if such Borrower fails
                           to select the duration of the Interest Period with
                           respect to any requested LIBOR Rate Revolving Loans,
                           such Borrower shall be deemed to have requested such
                           Revolving Loans be made as LIBOR Rate Revolving Loans
                           with an Interest Period of one month in duration; and

                                    (E)      whether the proceeds of such
                           Borrowing are to be deposited to the Designated
                           Account or sent by wire transfer to a third party, in
                           which case such Borrower shall provide the
                           Administrative Agent with written wire transfer
                           instructions satisfactory to the Administrative
                           Agent;

                  provided, however, that with respect to the Borrowing to be
                  made on the Closing Date, such Borrowing will consist of Base
                  Rate Revolving Loans only.

                           (ii)     With respect to any request for Base Rate
                  Revolving Loans, in lieu of delivering a Notice of Borrowing,
                  a Borrower may give the Administrative Agent telephonic notice
                  of such request for advances to the Designated Account not
                  later than the required time specified in clause (i)
                  preceding. The Administrative Agent at all times shall be
                  entitled to rely on such telephonic notice in making any such
                  Revolving Loans, regardless of whether any written
                  confirmation is received by the Administrative Agent.

                           (iii)    The Borrowers shall have no right to request
                  a LIBOR Rate Revolving Loan while a Default or an Event of
                  Default exists.

                  (d)      Disbursement. The Borrowers shall deliver to the
         Administrative Agent, prior to the Closing Date, a notice setting forth
         the deposit account (the "Designated Account") to which the
         Administrative Agent is authorized by the Borrowers to transfer the
         proceeds of the Revolving Loans requested hereunder. Each of the
         Borrowers agrees that the Designated Account may be established in the
         name of any other Borrower, and hereby agrees that the Designated
         Account has been established for the benefit of all of the Borrowers
         for receipt of the proceeds of Revolving Loans hereunder. Each Borrower
         hereby appoints each other Borrower as its agent with respect to
         receipt of the proceeds of Revolving Loans in the Designated Account as
         contemplated herein. The Borrowers may designate a replacement
         Designated Account from time to time by written notice to the
         Administrative Agent. Any designation by the Borrowers of the
         Designated Account must be reasonably acceptable to the Administrative
         Agent.

CREDIT AGREEMENT - Page 3

<PAGE>

                  (e)      Reliance Upon Authority; No Liability. The
         Administrative Agent is entitled to rely conclusively on any
         individual's request for Revolving Loans on behalf of a Borrower, so
         long as the proceeds thereof are to be transferred to the Designated
         Account or according to such other instructions as may be provided to
         the Administrative Agent pursuant to Section 1.2(c)(i)(E). The
         Administrative Agent shall have no duty to verify the identity of any
         individual representing himself or herself as a person authorized by
         any Borrower to make such requests on its behalf. The Administrative
         Agent shall not incur any liability to the Borrowers as a result of
         acting upon any notice referred to in Section 1.2(c) and Section
         1.2(d), which the Administrative Agent reasonably believes to have been
         given by an officer or other person duly authorized by a Borrower to
         request Revolving Loans on its behalf or for otherwise acting under
         this Section 1.2. The crediting of Revolving Loans to the Designated
         Account, or wire transfer to such Person as a Borrower shall direct,
         shall conclusively establish the obligation of the Borrowers to repay
         such Revolving Loans as provided herein.

                  (f)      Notice Irrevocable. Any Notice of Borrowing (or
         telephonic notice in lieu thereof) made pursuant to Section 1.2(c)
         shall be irrevocable and such Borrowers shall be bound to borrow the
         funds requested therein in accordance therewith.

                  (g)      The Administrative Agent's Election. Promptly after
         receipt of a Notice of Borrowing (or telephonic notice in lieu thereof)
         of LIBOR Rate Revolving Loans, the Administrative Agent shall elect in
         its discretion to have the terms of Section 1.2(h), Section 1.2(i), or
         the terms of Section 1.2(j) apply to such requested Borrowing. If the
         Bank declines in its sole discretion to make a Non-Ratable Loan
         pursuant to Section 1.2(i) or an Agent Advance pursuant to Section
         1.2(j), the terms of Section 1.2(h) shall apply to the requested
         Borrowing.

                  (h)      Making of Revolving Loans. If the Administrative
         Agent elects to have the terms of this Section 1.2(h) apply to a
         requested Borrowing, then promptly after receipt of a Notice of
         Borrowing or telephonic notice in lieu thereof, the Administrative
         Agent shall notify the Lenders by telecopy, telephone, or e-mail of the
         requested Borrowing. Each Lender shall transfer its Pro Rata Share of
         the requested Borrowing to the Administrative Agent in immediately
         available funds, to the account from time to time designated by the
         Administrative Agent, not later than 1:00 p.m. (Dallas, Texas time) on
         the applicable Funding Date. After the Administrative Agent's receipt
         of all proceeds of such requested Borrowing, the Administrative Agent
         shall make the proceeds of such requested Borrowing available to the
         applicable Borrower on the applicable Funding Date by transferring same
         day funds to the Designated Account; provided, however, that the amount
         of Revolving Loans so made on any date shall not exceed the
         Availability on such date prior to giving effect to such requested
         Borrowing.

                  (i)      Making of Non-Ratable Loans. If the Administrative
         Agent elects, with the consent of the Bank, to have the terms of this
         Section 1.2(i) apply to a requested Borrowing, the Bank shall make a
         Revolving Loan in the amount of such requested Borrowing available to
         the Borrowers on the applicable Funding Date by transferring same day
         funds to the Designated Account. Each Revolving Loan made solely by the
         Bank pursuant to this Section 1.2(i) is referred to hereinafter as a
         "Non-Ratable Loan,"

CREDIT AGREEMENT - Page 4

<PAGE>

         and such Revolving Loans are collectively referred to as the
         "Non-Ratable Loans." Each Non-Ratable Loan shall be subject to all the
         terms and conditions applicable to other Revolving Loans except that
         all payments thereon shall be payable to the Bank solely for its own
         account. The aggregate amount of Non-Ratable Loans outstanding at any
         time shall not exceed $20,000,000. The Administrative Agent shall not
         request the Bank to make any Non-Ratable Loan if (A) the Administrative
         Agent has received written notice from any Lender that one or more of
         the applicable conditions precedent set forth in Article 8 will not be
         satisfied on the requested Funding Date for the applicable Borrowing,
         or (B) the requested Borrowing exceeds the Availability on the
         applicable Funding Date prior to giving effect to such requested
         Borrowing. The Non-Ratable Loans shall be secured by the Administrative
         Agent's Liens in and to the Collateral and shall constitute Base Rate
         Revolving Loans and Obligations hereunder.

                  (j)      Agent Advances. Subject to the limitations set forth
         below, the Administrative Agent is authorized by the Borrowers and the
         Lenders, from time to time in the Administrative Agent's sole
         discretion, (i) after the occurrence of a Default or an Event of
         Default, or (ii) at any time that any of the other conditions precedent
         set forth in Article 8 have not been satisfied, to make Base Rate
         Revolving Loans to the Borrowers or any Borrower on behalf of the
         Lenders in an aggregate amount outstanding at any time not to exceed
         $10,000,000 which the Administrative Agent, in its reasonable business
         judgment, deems necessary or desirable (A) to preserve or protect the
         Collateral, or any portion thereof, (B) to enhance the likelihood of,
         or maximize the amount of, repayment of the Revolving Loans and other
         Obligations, or (C) to pay any other amount chargeable to the Borrowers
         pursuant to the terms of this Agreement, including costs, fees, and
         expenses as described in Section 13.7 (any of such advances are herein
         referred to as "Agent Advances"); provided that the Required Lenders
         may at any time revoke the Administrative Agent's authorization to make
         Agent Advances; provided, further, that after giving effect to the
         making of any Agent Advance, the Aggregate Revolver Outstandings shall
         not exceed the Maximum Revolver Amount. Any such revocation must be in
         writing and shall become effective prospectively upon the
         Administrative Agent's receipt thereof. Absent such revocation, the
         Administrative Agent's determination that the making of an Agent
         Advance is required for any such purposes shall be conclusive. The
         Agent Advances shall be secured by the Agent's Liens in and to the
         Collateral and shall constitute Base Rate Revolving Loans and
         Obligations hereunder.

         Section 1.3 Letters of Credit.

                  (a)      Agreement to Issue or Cause to Issue. Subject to the
         terms and conditions of this Agreement, the Administrative Agent agrees
         to cause the Letter of Credit Issuer to issue for the account of any of
         the Borrowers (whether one or more) one or more commercial/documentary
         and standby letters of credit (each a "Letter of Credit" and
         collectively, the "Letters of Credit") from time to time during the
         term of this Agreement. Notwithstanding any other provision of this
         Agreement, the Existing Letters of Credit shall be deemed to have been
         issued pursuant hereto, and from and after the Closing Date shall be
         subject to and governed by the terms and conditions hereof.

CREDIT AGREEMENT - Page 5

<PAGE>

                  (b)      Amounts; Outside Expiration Date. The Administrative
         Agent shall not have any obligation to issue or cause to be issued any
         Letter of Credit at any time if: (i) the maximum face amount of the
         requested Letter of Credit is greater than the Unused Letter of Credit
         Subfacility at such time; (ii) the maximum undrawn amount of the
         requested Letter of Credit and all commissions, fees, and charges due
         from such Borrower in connection with the opening thereof would exceed
         the Availability at such time; (iii) such Letter of Credit has an
         expiration date later than 30 days prior to the Stated Termination
         Date; or (iv) such Letter of Credit has an expiration date later than
         twelve calendar months from the date of issuance for standby letters of
         credit and six calendar months from the date of issuance for
         commercial/documentary letters of credit, provided that any Letter of
         Credit issued hereunder may include an "evergreen" or automatic renewal
         provision of the type referenced in Section 1.3(d)(iii) without
         contravening the requirement contained in this Section 1.3(b)(iv).

                  (c)      Other Conditions. In addition to being subject to the
         satisfaction of the applicable conditions precedent contained in
         Article 8, the obligation of the Administrative Agent to cause to be
         issued any Letter of Credit is subject to the following conditions
         precedent having been satisfied in a manner reasonably satisfactory to
         the Administrative Agent:

                           (i)      the Borrowers shall have delivered to the
                  Letter of Credit Issuer, at such times and in such manner as
                  the Letter of Credit Issuer may prescribe, an application in
                  form and substance satisfactory to the Letter of Credit Issuer
                  and reasonably satisfactory to the Administrative Agent for
                  the issuance of the Letter of Credit and such other documents
                  as may be required pursuant to the terms thereof, and the
                  form, terms, and purpose of the proposed Letter of Credit
                  shall be satisfactory to the Administrative Agent and the
                  Letter of Credit Issuer (provided that in the event any term
                  of such application or any other document is inconsistent with
                  the terms of this Agreement and the Letter of Credit Issuer is
                  either the same Person as the Administrative Agent or any
                  Lender, then the terms of this Agreement shall be
                  controlling); and

                           (ii)     as of the date of issuance, no order of any
                  court, arbitrator, or Governmental Authority shall purport by
                  its terms to enjoin or restrain money center banks generally
                  from issuing letters of credit of the type and in the amount
                  of the proposed Letter of Credit, and no law, rule, or
                  regulation applicable to money center banks generally and no
                  request or directive (whether or not having the force of law)
                  from any Governmental Authority with jurisdiction over money
                  center banks generally shall prohibit, or request that the
                  proposed Letter of Credit Issuer refrain from, the issuance of
                  letters of credit generally or the issuance of such proposed
                  Letters of Credit.

                  (d)      Issuance of Letters of Credit.

                           (i)      Request for Issuance. Any Borrower that
                  wishes to cause the issuance of a Letter of Credit must notify
                  the Administrative Agent of such request for issuance at least
                  three Business Days prior to the proposed issuance

CREDIT AGREEMENT - Page 6

<PAGE>

                  date. Such notice shall be irrevocable and must specify the
                  original face amount of the Letter of Credit requested, the
                  Business Day of issuance of such requested Letter of Credit,
                  whether such Letter of Credit may be drawn in a single or in
                  partial draws, the Business Day on which the requested Letter
                  of Credit is to expire, the purpose for which such Letter of
                  Credit is to be issued, and the beneficiary of the requested
                  Letter of Credit. The applicable Borrower shall attach to such
                  notice the proposed form of the Letter of Credit.

                           (ii)     Responsibilities of the Administrative
                  Agent; Issuance. The Administrative Agent shall determine, as
                  of the Business Day immediately preceding the requested
                  issuance date of the Letter of Credit set forth in the notice
                  from a Borrower pursuant to Section 1.3(d)(i), (A) the amount
                  of the Unused Letter of Credit Subfacility and (B) the
                  Availability as of such date. If the face amount of the
                  requested Letter of Credit is not greater than the Unused
                  Letter of Credit Subfacility and the amount of such requested
                  Letter of Credit and all commissions, fees, and charges due
                  from the Borrower in connection with the opening thereof does
                  not exceed the Availability, the Administrative Agent shall
                  cause the Letter of Credit Issuer to issue the requested
                  Letter of Credit on the requested issuance date so long as the
                  other conditions hereof are met.

                           (iii)    Extensions and Amendments. The
                  Administrative Agent shall not be obligated to cause the
                  Letter of Credit Issuer to extend or amend any Letter of
                  Credit issued pursuant hereto unless the requirements of this
                  Section 1.3 are met as though a new Letter of Credit were
                  being requested and issued. Each of the Existing Letters of
                  Credit shall be terminated upon the expiration date set forth
                  therein. With respect to any Letter of Credit which contains
                  any "evergreen" or automatic renewal provision, each Lender
                  shall be deemed to have consented to any such extension or
                  renewal unless such Lender shall have provided to the
                  Administrative Agent, written notice that it declines to
                  consent to any such extension or renewal at least 30 days
                  prior to the date on which the Letter of Credit Issuer is
                  entitled to decline to extend or renew the Letter of Credit;
                  provided that, notwithstanding the foregoing, if all of the
                  requirements of this Section 1.3 are met and no Default or
                  Event of Default has occurred and is continuing, no Lender may
                  decline to consent to any such extension or renewal.

                  (e)      Payments Pursuant to Letters of Credit. The Borrowers
         agree to reimburse the Letter of Credit Issuer immediately for any draw
         under any Letter of Credit and to pay the Letter of Credit Issuer the
         amount of all other charges and fees payable to the Letter of Credit
         Issuer under or in connection with any Letter of Credit immediately
         when due, irrespective of any claim, setoff, defense, or other right
         which any Borrower may have at any time against the Letter of Credit
         Issuer or any other Person. Each drawing under any Letter of Credit
         shall constitute a request by the Borrower for whose account such
         Letter of Credit was issued for a Borrowing of a Base Rate Revolving
         Loan in the amount of such drawing. The Funding Date with respect to
         such Borrowing shall be the date of such drawing.

                  (f)      Indemnification; Exoneration; Power of Attorney.

CREDIT AGREEMENT - Page 7

<PAGE>

                  (i)      Indemnification. In addition to amounts payable as
         elsewhere provided in this Section 1.3, each Borrower agrees to
         protect, indemnify, pay, and save the Lenders, the Administrative
         Agent, and, subject to Section 1.3(f)(iv), the Letter of Credit Issuer
         harmless from and against any and all claims, demands, liabilities,
         damages, losses, costs, charges, and expenses (including attorneys'
         fees) which any Lender, the Administrative Agent, or the Letter of
         Credit Issuer may incur or be subject to as a consequence, direct or
         indirect, of the issuance of any Letter of Credit. The Borrowers'
         obligations under this Section 1.3(f) shall survive payment of all
         other Obligations.

                  (ii)     Assumption of Risk by the Borrowers. As among the
         Borrowers, the Lenders, the Administrative Agent, and, subject to the
         provisions of Section 1.3(f)(iv), the Letter of Credit Issuer, the
         Borrowers assume all risks of the acts and omissions of, or misuse of
         any of the Letters of Credit by, the respective beneficiaries of such
         Letters of Credit. In furtherance and not in limitation of the
         foregoing, the Lenders, the Administrative Agent, and, subject to
         Section 1.3(f)(iv), the Letter of Credit Issuer shall not be
         responsible for: (A) the form, validity, sufficiency, accuracy,
         genuineness, or legal effect of any document submitted by any Person in
         connection with the application for and issuance of and presentation of
         drafts with respect to any of the Letters of Credit, even if it should
         prove to be in any or all respects invalid, insufficient, inaccurate,
         fraudulent, or forged; (B) the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign any Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, which may prove to be invalid or
         ineffective for any reason; (C) the failure of the beneficiary of any
         Letter of Credit to comply duly with conditions required in order to
         draw upon such Letter of Credit; (D) errors, omissions, interruptions,
         or delays in transmission or delivery of any messages, by mail, cable,
         telegraph, telex, or otherwise, whether or not they be in cipher; (E)
         errors in interpretation of technical terms; (F) any loss or delay in
         the transmission or otherwise of any document required in order to make
         a drawing under any Letter of Credit or of the proceeds thereof; (G)
         the misapplication by the beneficiary of any Letter of Credit of the
         proceeds of any drawing under such Letter of Credit; (H) any
         consequences arising from causes beyond the control of the Lenders or
         the Administrative Agent, including any act or omission, whether
         rightful or wrongful, of any present or future de jure or de facto
         Governmental Authority; or (I) the Letter of Credit Issuer's honor of a
         draw for which the draw or any certificate fails to comply in any
         respect with the terms of the Letter of Credit. None of the foregoing
         shall affect, impair, or prevent the vesting of any rights or powers of
         the Administrative Agent, any Lender, or, subject to Section
         1.3(f)(iv), the Letter of Credit Issuer under this Section 1.3(f).

                  (iii)    Exoneration. Without limiting the foregoing, no
         action or omission whatsoever by the Administrative Agent or any Lender
         (excluding the Bank in its capacity as the Letter of Credit Issuer)
         under or in connection with any of the Letters of Credit or any related
         matters shall result in any liability of the

CREDIT AGREEMENT - Page 8

<PAGE>

         Administrative Agent or any Lender to any Borrower, or relieve such
         Borrower of any of its obligations hereunder to any such Person.

                  (iv)     Rights Against Letter of Credit Issuer. Nothing
         contained in this Agreement is intended to limit any Borrower's rights,
         if any, with respect to the Letter of Credit Issuer which arise as a
         result of the letter of credit application and related documents
         executed by and between such Borrower and the Letter of Credit Issuer.

                  (v)      Account Party. Each Borrower hereby authorizes and
         directs the Letter of Credit Issuer to name any Borrower as the
         "Account Party" in any Letter of Credit and to deliver to the
         Administrative Agent all instruments, documents, and other writings and
         property received by the Letter of Credit Issuer pursuant to each such
         Letter of Credit, and to accept and rely upon the Administrative
         Agent's instructions and agreements with respect to all matters arising
         in connection with each such Letter of Credit or the application
         therefor.

                  (vi)     Power of Attorney. In connection with all Inventory
         financed by any Letter of Credit, each Borrower hereby appoints the
         Administrative Agent, or the Administrative Agent's designee, as its
         attorney-in-fact, with full power and authority: (A) to sign and/or
         endorse such Borrower's name upon any warehouse or other receipts; (B)
         to sign such Borrower's name on bills of lading and other negotiable
         and non-negotiable documents; (C) to clear Inventory through customs in
         the Administrative Agent's or such Borrower's name, and to sign and
         deliver to customs officials powers of attorney in such Borrower's name
         for such purpose; (D) during the existence of an Event of Default, to
         complete in such Borrower's or the Administrative Agent's name, any
         order, sale, or transaction, obtain the necessary documents in
         connection therewith, and collect the proceeds thereof; and (E) to do
         such other acts and things as are necessary in order to enable the
         Administrative Agent to obtain possession or control of such Inventory
         and to obtain payment of the Obligations. Neither the Administrative
         Agent nor its designee, as such Borrower's attorney-in-fact, will be
         liable for any acts or omissions, nor for any error of judgment or
         mistakes of fact or law other than for gross negligence or willful
         misconduct. The Administrative Agent will give notice to the Borrowers
         when it acts pursuant to the foregoing power of attorney; provided that
         any failure to provide such notice shall not constitute a default by,
         or result in any liability of, the Administrative Agent under the terms
         of this Agreement. This power of attorney, being coupled with an
         interest, is irrevocable until all Obligations have been paid and
         satisfied.

                  (vii)    Control of Inventory. In connection with all
         Inventory financed by Letters of Credit, the Borrowers will, at the
         Administrative Agent's request, instruct all suppliers, carriers,
         forwarders, customs brokers, warehouses, or others receiving or holding
         cash, checks, Inventory, documents, or instruments in which the
         Administrative Agent holds a security interest to deliver them to the
         Administrative Agent and/or subject to the Administrative Agent's
         order, and if they shall come into any Borrower's possession, to
         deliver them, upon request, to

CREDIT AGREEMENT - Page 9

<PAGE>

                  the Administrative Agent in their original form. The Borrowers
                  shall also, at the Administrative Agent's request, designate
                  the Administrative Agent as the consignee on all bills of
                  lading and other negotiable and non-negotiable documents.

                  (g)      Supporting Letter of Credit; Cash Collateral. If,
         notwithstanding the provisions of Section 1.3(b) and Section 10.1, any
         Letter of Credit is outstanding upon the termination of this Agreement,
         then upon such termination the Borrowers shall deposit with the
         Administrative Agent with respect to each such Letter of Credit then
         outstanding, either (i) a standby letter of credit (a "Supporting
         Letter of Credit") in form and substance satisfactory to the
         Administrative Agent, issued by an issuer satisfactory to the
         Administrative Agent in an amount equal to 105% of the undrawn face
         amount of such Letter of Credit, plus any fees and expenses associated
         with such Letter of Credit, under which Supporting Letter of Credit the
         Administrative Agent is entitled to draw amounts necessary to reimburse
         the Administrative Agent and the Lenders for payments to be made by the
         Administrative Agent and the Lenders under such Letter of Credit and
         any fees and expenses associated with such Letter of Credit or (ii)
         cash (a "Supporting Cash Deposit") in an amount equal to 105% of the
         undrawn face amount of such Letter of Credit, plus any fees and
         expenses associated with such Letter of Credit. Such Supporting Letter
         of Credit or Supporting Cash Deposit shall be held by the
         Administrative Agent, for the benefit of the Administrative Agent and
         the Lenders, as security for, and to provide for the payment of, the
         aggregate undrawn amount of such Letters of Credit remaining
         outstanding.

         Section 1.4 Bank Products. Any Obligated Party may request, and the
Administrative Agent may in its sole and absolute discretion, arrange for any
Obligated Party to obtain Bank Products from any Lender or any Lender's
Affiliates although no Obligated Party is required to do so. To the extent Bank
Products are provided by an Affiliate of any Lender, the Obligated Parties agree
to indemnify and hold the Administrative Agent and the Lenders harmless from any
and all costs and obligations now or hereafter incurred by the Administrative
Agent or any of the Lenders which arise from any indemnity given by a Lender to
its Affiliates related to such Bank Products; provided, however, nothing
contained herein is intended to limit any Obligated Party's rights, with respect
to such Lender or its Affiliates, if any, which arise as a result of the
execution of documents by and between such Obligated Party and a Lender or its
Affiliates which relate to Bank Products. The agreement contained in this
Section shall survive termination of this Agreement. Each Obligated Party
acknowledges and agrees that the obtaining of Bank Products from a Lender or its
Affiliates (a) is in the sole and absolute discretion of such Lender or its
Affiliates, and (b) is subject to all rules and regulations of such Lender or
its Affiliates.

                                   ARTICLE 2

                                INTEREST AND FEES

         Section 2.1 Interest.

                  (a)      Interest Rates. Subject to Section 2.3, all
         outstanding Obligations shall bear interest on the unpaid principal
         amount thereof (including, to the extent permitted by

CREDIT AGREEMENT - Page 10

<PAGE>

         law, on accrued interest thereon not paid when due) from the date made
         or incurred until paid in full in cash at a rate determined by
         reference to the Base Rate or the LIBOR Rate, as applicable, plus the
         Applicable Margin as set forth below, but not to exceed the Maximum
         Rate. If at any time Revolving Loans are outstanding with respect to
         which a Borrower has not delivered to the Administrative Agent a notice
         specifying the basis for determining the interest rate applicable
         thereto in accordance herewith, such Revolving Loans shall be Base Rate
         Revolving Loans and bear interest at a rate determined by reference to
         the Base Rate until notice to the contrary has been given to the
         Administrative Agent in accordance with this Agreement and such notice
         has become effective. Except as otherwise provided herein, the
         outstanding Obligations shall bear interest as follows:

                           (i)      For all Base Rate Revolving Loans and other
                  Obligations (other than LIBOR Rate Revolving Loans) at a
                  fluctuating per annum rate equal to the lesser of (A) the Base
                  Rate, plus the Applicable Margin or (B) the Maximum Rate; and

                           (ii)     For all LIBOR Rate Revolving Loans at a per
                  annum rate equal to the lesser of (A) the LIBOR Rate, plus the
                  Applicable Margin or (B) the Maximum Rate.

         Each change in the Base Rate shall be reflected in the interest rate
         described in clause (i) preceding as of the effective date of such
         change. Subject to Section 2.3, all interest charges on the Obligations
         shall be computed on the basis of a year of 360 days and actual days
         elapsed (which results in more interest being paid than if computed on
         the basis of a 365 day year).

                  (b)      Default Rate. During the existence of any Default or
         Event of Default if the Administrative Agent or the Majority Lenders in
         their discretion so elect, then, while any such Default or Event of
         Default exists, the Obligations shall bear interest at a rate per annum
         equal to the lesser of (i) the Default Rate applicable thereto or (ii)
         the Maximum Rate.

                  (c)      Interest Periods. After giving effect to any
         Borrowing, conversion, or continuation of any LIBOR Rate Revolving
         Loan, there may not be more than ten different Interest Periods in
         effect hereunder.

         Section 2.2 Continuation and Conversion Elections.

                  (a)      A Borrower may upon irrevocable written notice to the
         Administrative Agent in accordance with Section 2.2(b):

                           (i)      elect, as of any Business Day, in the case
                  of Base Rate Revolving Loans to convert any such Base Rate
                  Revolving Loans (or any part thereof in an amount not less
                  than $1,000,000, or that is in an integral multiple of
                  $100,000 in excess thereof) into LIBOR Rate Revolving Loans;

CREDIT AGREEMENT - Page 11

<PAGE>

                           (ii) elect, as of any Business Day subject to Section
                  4.4, in the case of LIBOR Rate Revolving Loans to convert any
                  such LIBOR Rate Revolving Loans (or any part thereof not being
                  continued pursuant to clause (iii) next following) into Base
                  Rate Revolving Loans; or

                           (iii) elect, as of the last day of the applicable
                  Interest Period, to continue any LIBOR Rate Revolving Loans
                  having Interest Periods expiring on such day (or any part
                  thereof in an amount not less than $1,000,000, or that is in
                  an integral multiple of $100,000 in excess thereof as LIBOR
                  Rate Revolving Loans);

         provided, that if at any time the aggregate amount of LIBOR Rate
         Revolving Loans in respect of any Borrowing is reduced, by payment,
         prepayment, or conversion of part thereof to be less than $1,000,000,
         such LIBOR Rate Revolving Loans shall automatically convert into Base
         Rate Revolving Loans; provided, further, that if the notice shall fail
         to specify the duration of the Interest Period of any LIBOR Rate
         Revolving Loan to result from any such continuation or conversion, such
         Interest Period shall be one month in duration.

                  (b)      The Borrowers shall deliver a notice of
         continuation/conversion in the form of Exhibit E (a "Notice of
         Continuation/Conversion") to the Administrative Agent not later than
         1:00 p.m. (Dallas, Texas time) at least three Business Days in advance
         of the Continuation/Conversion Date, if the Revolving Loans are to be
         continued as or converted into LIBOR Rate Revolving Loans and
         specifying:

                           (i)      the proposed Continuation/Conversion Date;

                           (ii)     the specific Revolving Loans (or portions
                  thereof) and the aggregate amount of such Revolving Loans to
                  be converted or continued;

                           (iii)    the type of Revolving Loans resulting from
                  the proposed conversion or continuation; and

                           (iv)     the duration of the requested Interest
                  Period, provided, however, the Borrowers may not select an
                  Interest Period that ends after the Stated Termination Date.

                  (c)      If upon the expiration of any Interest Period
         applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to
         timely select a new Interest Period to be applicable to such LIBOR Rate
         Revolving Loans or if any Default or Event of Default then exists, the
         Borrowers shall be deemed to have elected to convert such LIBOR Rate
         Revolving Loans into Base Rate Revolving Loans effective as of the
         expiration date of such Interest Period.

                  (d)      The Administrative Agent will promptly notify each
         Lender of its receipt of a Notice of Continuation/Conversion. All
         continuations and conversions shall be made ratably according to the
         respective outstanding principal amounts of the Revolving Loans with
         respect to which such notice was given held by each Lender.

CREDIT AGREEMENT - Page 12

<PAGE>

         Section 2.3 Maximum Interest Rate. In no event shall any Interest Rate
provided for in this Agreement exceed the Maximum Rate. If any Interest Rate,
absent the limitation set forth in this Section 2.3, would otherwise exceed the
Maximum Rate, then such Interest Rate shall be the Maximum Rate, and, if in the
future, such Interest Rate would otherwise be less than the Maximum Rate, then
such Interest Rate shall remain at the Maximum Rate until such time as the
amount of interest paid hereunder equals the amount of interest which would have
been paid if the same had not been limited by the Maximum Rate. In the event
that, upon payment in full of the Obligations, the total amount of interest paid
or accrued under the terms of this Agreement is less than the total amount of
interest which would, but for this Section 2.3, have been paid or accrued if the
Interest Rate otherwise set forth in this Agreement had at all times been in
effect, then the Borrowers shall, to the extent permitted by Requirements of
Law, pay the Administrative Agent, for the account of the Lenders, an amount
equal to the excess of (a) the lesser of (i) the amount of interest which would
have been paid or accrued if the Maximum Rate had, at all times, been in effect
or (ii) the amount of interest which would have been paid or accrued had the
Interest Rate otherwise set forth in this Agreement, at all times, been in
effect over (b) the amount of interest actually paid or accrued under this
Agreement. Each of the Administrative Agent, each Lender, and each Borrower
acknowledges, agrees, and declares that it is its intention to expressly comply
with all Requirements of Law in respect of limitations on the amount or rate of
interest that can legally be contracted for, charged, or received under or in
connection with the Loan Documents. Notwithstanding anything to the contrary
contained in any Loan Document (even if any such provision expressly declares
that it controls all other provisions of the Loan Documents), in no contingency
or event whatsoever shall the amount of interest (including the aggregate of all
charges, fees, benefits, or other compensation which constitutes interest under
any Requirement of Law) under the Loan Documents paid by the Borrower, received
by the Administrative Agent, the Letter of Credit Issuer, or any Lender, agreed
to be paid by any Borrower, or requested or demanded to be paid by the
Administrative Agent, the Letter of Credit Issuer, or any Lender, exceed the
Maximum Rate, and all provisions of the Loan Documents in respect of the
contracting for, charging, or receiving compensation for the use, forbearance,
or detention of money shall be limited as provided by this Section 2.3. In the
event any such interest is paid to the Administrative Agent, the Letter of
Credit Issuer, or any Lender by any Borrower in an amount or at a rate which
would exceed the Maximum Rate, the Administrative Agent, the Letter of Credit
Issuer, or such Lender, as the case may be, shall automatically apply such
excess to any unpaid amount of the Obligations other than interest, in the
inverse order of maturity, or if the amount of such excess exceeds said unpaid
amount, such excess shall be paid to the applicable Borrower. All interest paid,
or agreed to be paid, by the Borrowers, or taken, reserved, or received by the
Administrative Agent, the Letter of Credit Issuer, or any Lender, shall be
amortized, prorated, spread, and allocated in respect of the Obligations
throughout the full term of this Agreement. Notwithstanding any provision
contained in any of the Loan Documents, or in any other related documents
executed pursuant hereto, neither the Administrative Agent, the Letter of Credit
Issuer, nor any Lender shall ever be entitled to charge, receive, take, reserve,
collect, or apply as interest any amount which, together with all other interest
under the Loan Documents would result in a rate of interest under the Loan
Documents in excess of the Maximum Rate and, in the event the Administrative
Agent, the Letter of Credit Issuer, or any Lender ever charges, receives, takes,
reserves, collects, or applies any amount in respect of any Borrower that
otherwise would, together with all other interest under the Loan Documents, be
in excess of the Maximum Rate, such amount shall automatically

CREDIT AGREEMENT - Page 13

<PAGE>

be deemed to be applied in reduction of the unpaid principal balance of the
Obligations and, if such principal balance is paid in full, any remaining excess
shall forthwith be paid to the applicable Borrower. The Borrowers, the
Administrative Agent, the Letter of Credit Issuer, and the Lenders shall, to the
maximum extent permitted under any Requirement of Law, (A) characterize any
non-principal payment as a standby fee, commitment fee, prepayment charge,
delinquency charge, expense, or reimbursement for a third-party expense rather
than as interest and (B) exclude prepayments, acceleration, and the effects
thereof. Nothing in any Loan Document shall be construed or so operate as to
require or obligate the Borrowers to pay any interest, fees, costs, or charges
greater than is permitted by any Requirement of Law.

         Section 2.4 Unused Line Fee. Subject to Section 2.3, until the
Revolving Loans have been paid in full and this Agreement terminated, the
Borrowers agree to pay to the Administrative Agent, for the account of the
Lenders, in accordance with their respective Pro Rata Shares, on the first day
of each calendar month and on the Termination Date, an unused line fee (the
"Unused Line Fee") equal to 0.375% per annum, multiplied by the amount by which
the Maximum Revolver Amount exceeded the sum of the average daily outstanding
amount of the Revolving Loans and the average daily undrawn face amount of all
outstanding Letters of Credit during the immediately preceding month or shorter
period if calculated for the first month after the Closing Date or on the
Termination Date. Subject to Section 2.3, the Unused Line Fee shall be computed
on the basis of a 360 day year for the actual number of days elapsed. For
purposes of calculating the Unused Line Fee pursuant to this Section 2.4, any
payment received by the Administrative Agent (if received prior to 1:00 p.m.
(Dallas, Texas time)) shall be deemed to be credited to the Borrowers' Loan
Account on the Business Day following the date such payment is received by the
Administrative Agent.

         Section 2.5 Letter of Credit Fee. Subject to Section 2.3, the Borrowers
agree to pay to the Administrative Agent, for the account of the Lenders, in
accordance with their respective Pro Rata Shares, for each Letter of Credit, a
fee (the "Letter of Credit Fee") equal to the Letter of Credit Fee Percentage,
or during the existence of any Default or Event of Default the Default Rate with
respect to Letters of Credit, multiplied by the undrawn face amount of each
Letter of Credit, plus all out-of-pocket costs, fees, and expenses incurred by
the Letter of Credit Issuer in connection with the application for, processing
of, issuance of, or amendment to any Letter of Credit, which costs, fees, and
expenses shall include a "fronting fee" in an amount equal to 0.125% of the face
amount of such Letter of Credit, payable to the Letter of Credit Issuer on the
date of issuance of each Letter of Credit. The Letter of Credit Fee shall be
payable monthly in arrears on the first day of each month following any month in
which a Letter of Credit was issued and/or in which a Letter of Credit remained
outstanding and on the Termination Date. Subject to Section 2.3, the Letter of
Credit Fee shall be computed on the basis of a 360 day year for the actual
number of days elapsed.

         Section 2.6 Other Fees. Subject to Section 2.3, the Borrowers agree to
pay the Administrative Agent all other fees and expenses as set forth in the
Agent's Letter.

CREDIT AGREEMENT - Page 14

<PAGE>

                                   ARTICLE 3

                            PAYMENTS AND PREPAYMENTS

         Section 3.1       Revolving Loans. The Borrowers shall repay the
outstanding principal balance of the Revolving Loans, together with all other
Obligations, including all accrued and unpaid interest thereon, on the
Termination Date (or with respect to any Bank Products, any applicable earlier
date). The Borrowers may prepay the Revolving Loans at any time and reborrow
subject to the terms of this Agreement; provided that with respect to any LIBOR
Rate Revolving Loans prepaid prior to the expiration date of the Interest Period
applicable thereto, the Borrowers shall pay to the Administrative Agent, for the
account of the Lenders, the amounts described in Section 4.4. In addition, and
without limiting the generality of the foregoing, upon demand the Borrowers
shall pay to the Administrative Agent, for the account of the Lenders, the
amount, if any and without duplication, by which the Aggregate Revolver
Outstandings exceeds the lesser of the Borrowing Base or the Maximum Revolver
Amount. Accrued interest on the Revolving Loans shall be due and payable in
arrears (a) in the case of Base Rate Revolving Loans, on the first day of each
calendar month and on the Termination Date and (b) in the case of LIBOR Rate
Revolving Loans and with respect to each such Revolving Loan (i) on the last day
of the Interest Period with respect thereto, and (ii) on the Termination Date.

         Section 3.2       Termination of Total Facility. The Borrowers may
terminate this Agreement upon at least 60 days prior written notice thereof to
the Administrative Agent and the Lenders, upon (a) the payment in full of all
outstanding Revolving Loans, together with accrued and unpaid interest thereon,
and the cancellation and return of all outstanding Letters of Credit (or
alternatively, subject to Section 10.1, with respect to each such Letter of
Credit, the furnishing to the Administrative Agent of either a Supporting Cash
Deposit or a Supporting Letter of Credit as required by Section 1.3(g)), (b) the
payment in full of the early termination fee set forth in the following
sentence, (c) the payment in full of all reimbursable expenses and other
Obligations together with accrued and unpaid interest thereon, and (d) the
payment in full of any amount due under Section 3.4. Subject to Section 2.3, if
this Agreement is terminated at any time prior to the second Anniversary Date,
whether pursuant to this Section or pursuant to Section 9.2, the Borrowers shall
pay to the Administrative Agent, for the account of the Lenders, an early
termination fee determined in accordance with the following table:

<TABLE>
Period during which early termination
             occurs                      Early Termination Fee
<S>                                      <C>
-----------------------------------------------------------------------------
Prior to the first Anniversary Date      1.00% of the Maximum Revolver Amount
-----------------------------------------------------------------------------
On or after the first Anniversary Date   0.50% of the Maximum Revolver Amount
but prior to the second Anniversary
Date
</TABLE>

Notwithstanding the foregoing, no such early termination fee shall be payable in
the event this Agreement is terminated in connection with refinancing of the
Obligations in a transaction in which the Bank or any of its Affiliates arranges
replacement financing. The Maximum Revolver

CREDIT AGREEMENT - Page 15

<PAGE>

Amount shall not be reduced except in connection with termination of the Total
Facility and payment in full as provided by this Section 3.2.

         Section 3.3       Prepayment of the Revolving Loans.

                  (a)      The Borrowers may prepay the principal of the
         Revolving Loans, in whole or in part, at any time and from time to
         time.

                  (b)      After the occurrence of a Dominion Event, until
         completion of a Dominion Termination Period, all proceeds of any
         Collateral shall be applied to repayment of the Obligations as provided
         by the Security Agreements and in accordance with Section 3.7.

                  (c)      After the occurrence of a Dominion Event, until
         completion of a Dominion Termination Period, all cash payments or other
         cash proceeds (as defined in the UCC) received by any Obligated Party
         constituting proceeds of a Distribution, loan, or other advance (other
         than a Distribution, loan or advance by an Obligated Party to an
         Obligated Party) to such Obligated Party, other than proceeds of
         Revolving Loans, such proceeds which are proceeds of a loan or advance
         from one Borrower to another Obligated Party, and other than such
         proceeds which are proceeds of a loan or advance permitted under clause
         (c) through clause (h) of Section 7.13, shall be paid to the
         Administrative Agent, promptly upon such receipt, for application to
         the Revolving Loans.

                  (d)      All cash proceeds resulting from any sale or other
         Disposition permitted pursuant to clause (D) or clause (F) of Section
         7.9 shall be applied to repayment of the Obligations in accordance with
         Section 3.7.

                  (e)      No provision contained in this Section 3.3 shall
         constitute a consent to any disposition of Collateral that is otherwise
         not permitted by the terms of this Agreement.

                  (f)      After the occurrence of a Dominion Event, until
         completion of a Dominion Termination Period, all cash proceeds arising
         from the sale of Inventory or collection of Accounts in the ordinary
         course of business of any Obligated Party shall be applied to repayment
         of the Obligations as provided by the Security Agreements and in
         accordance with Section 3.7.

         Section 3.4       LIBOR Rate Revolving Loan Prepayments. In connection
with any prepayment, if any LIBOR Rate Revolving Loans are prepaid prior to the
expiration date of the Interest Period applicable thereto, the Borrowers shall
pay to the Administrative Agent, for the benefit of the Lenders, the amounts
described in Section 4.4.

         Section 3.5       Payments by the Borrowers.

                  (a)      All payments to be made by the Borrowers shall be
         made without setoff, recoupment, or counterclaim. Without in any way
         limiting Section 2.10 of the Security Agreements, except as otherwise
         expressly provided herein, all payments by the Borrowers shall be made
         to the Administrative Agent, for the account of the Lenders, to

CREDIT AGREEMENT - Page 16

<PAGE>

         the account designated by the Administrative Agent and shall be made in
         Dollars and in immediately available funds, no later than 1:00 p.m.
         (Dallas, Texas time) on the date specified herein. Any payment received
         by the Administrative Agent after such time shall be deemed to have
         been received on the following Business Day and any applicable interest
         or fee shall continue to accrue.

                  (b)      Subject to the provisions set forth in the definition
         of Interest Period, whenever any payment is due on a day other than a
         Business Day, such payment shall be due on the following Business Day,
         and such extension of time shall in such case be included in the
         computation of interest or fees, as the case may be.

         Section 3.6       Payments as Revolving Loans. At the election of the
Administrative Agent, all payments of principal, interest, reimbursement
obligations in connection with Letters of Credit, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for expenses pursuant
to Section 13.7), and other sums payable under the Loan Documents, may be paid
with the proceeds of Revolving Loans made hereunder whether made following a
request for such purpose by the Borrowers pursuant to Section 1.2 or pursuant to
a deemed request as provided in this Section 3.6. The Borrowers hereby
irrevocably authorize the Administrative Agent to charge the Loan Account for
the purpose of paying all amounts from time to time due under the Loan Documents
and agree that all such amounts charged shall constitute Revolving Loans
(including Non-Ratable Loans and Agent Advances) and that all such Revolving
Loans shall be deemed to have been requested pursuant to Section 1.2.

         Section 3.7       Apportionment, Application, and Reversal of Payments.
Principal and interest payments shall be apportioned ratably among the Lenders
(according to the unpaid principal balance of the Revolving Loans to which such
payments relate held by each Lender) and payments of the fees shall, as
applicable, be apportioned ratably among the Lenders, except for fees payable
solely to the Administrative Agent and the Letter of Credit Issuer and except as
provided in Section 11.1(e). All payments shall be remitted to the
Administrative Agent and all such payments not relating to principal or interest
of specific Revolving Loans, or not constituting payment of specific fees, and
all proceeds of any Obligated Party's Accounts or any other Collateral received
by the Administrative Agent, shall be applied, ratably, subject to the other
provisions of this Agreement, first, to pay any fees, indemnities, or expense
reimbursements, then due to the Administrative Agent from the Borrowers, second,
to pay any fees or expense reimbursements then due to any of the Lenders from
the Borrowers, third, to pay interest due in respect of the Revolving Loans,
including Non-Ratable Loans and Agent Advances, fourth, to pay or prepay
principal of the Non-Ratable Loans and the Agent Advances, fifth, to pay or
prepay principal of the Revolving Loans (other than the Non-Ratable Loans and
the Agent Advances) and unpaid reimbursement obligations in respect of Letters
of Credit, sixth, during the existence of a Default or an Event of Default, to
pay an amount to the Administrative Agent equal to 100% of the aggregate undrawn
face amount of all outstanding Letters of Credit and the aggregate amount of any
unpaid reimbursement obligations in respect of Letters of Credit, to be held as
cash collateral for such Obligations, and seventh, to the payment of any other
Obligation including any amounts relating to Bank Products due to the
Administrative Agent or any Lender by the Borrowers. Notwithstanding anything to
the contrary contained in this Agreement, unless so directed by a Borrower, or
unless an Event of Default is in existence, neither the Administrative Agent nor
any Lender shall apply any payment which it receives to

CREDIT AGREEMENT - Page 17

<PAGE>

any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest
Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event,
and only to the extent, that there are no outstanding Base Rate Revolving Loans
and, in any event, the Borrowers shall pay the LIBOR breakage losses in
accordance with Section 4.4. Subject to items "first" through "seventh"
preceding, the Administrative Agent and the Lenders shall have the continuing
and exclusive right to apply and reverse and reapply any and all such proceeds
and payments to any portion of the Obligations.

         Section 3.8       Indemnity for Returned Payments. If after receipt of
any payment which is applied to the payment of all or any part of the
Obligations, the Administrative Agent, any Lender, the Bank, or any Affiliate of
the Bank is for any reason compelled to surrender such payment or proceeds to
any Person because such payment or application of proceeds is invalidated,
declared fraudulent, set aside, determined to be void or voidable as a
preference, impermissible setoff, or a diversion of trust funds, or for any
other reason, then the Obligations or part thereof intended to be satisfied
shall be revived and continued and this Agreement shall continue in full force
as if such payment or proceeds had not been received by the Administrative Agent
or such Lender and the Borrowers shall be liable to pay to the Administrative
Agent and the Lenders, and each Borrower hereby indemnifies the Administrative
Agent and the Lenders and holds the Administrative Agent and the Lenders
harmless for the amount of such payment or proceeds surrendered. The provisions
of this Section 3.8 shall be and remain effective notwithstanding any contrary
action which may have been taken by the Administrative Agent or any Lender in
reliance upon such payment or application of proceeds, and any such contrary
action so taken shall be without prejudice to the Administrative Agent's and the
Lenders' rights under this Agreement and shall be deemed to have been
conditioned upon such payment or application of proceeds having become final and
irrevocable. The provisions of this Section 3.8 shall survive the termination of
this Agreement.

         Section 3.9       The Administrative Agent's and the Lenders' Books and
Records; Monthly Statements. The Administrative Agent shall record the principal
amount of the Revolving Loans owing to each Lender, the undrawn face amount of
all outstanding Letters of Credit and the aggregate amount of unpaid
reimbursement obligations outstanding with respect to the Letters of Credit from
time to time on its books. In addition, each Lender may note the date and amount
of each payment or prepayment of principal of such Lender's Revolving Loans in
its books and records. Failure by the Administrative Agent or any Lender to make
any such notation shall not affect the obligations of the Borrowers with respect
to the Revolving Loans or the Letters of Credit. The Borrowers agree that the
Administrative Agent's books and records showing the Obligations and the
transactions pursuant to this Agreement and the other Loan Documents shall be
admissible in any action or proceeding arising therefrom, and shall constitute
presumptive proof thereof, irrespective of whether any Obligation is also
evidenced by a promissory note or other instrument. The Administrative Agent
will provide to the Borrowers a monthly statement of Revolving Loans, payments,
and other transactions pursuant to this Agreement. Such statement shall be
deemed correct, accurate, and binding on the Borrowers and an account stated
(except for reversals and reapplications of payments made as provided in Section
3.7 and corrections of errors discovered by the Administrative Agent), unless a
Borrower notifies the Administrative Agent in writing to the contrary within 30
days after such statement is rendered. In the event a timely written notice of
objections is given by a Borrower, only the items to which exception is
expressly made will be considered to be disputed by the Borrowers.

CREDIT AGREEMENT - Page 18

<PAGE>

                                   ARTICLE 4

                     TAXES, YIELD PROTECTION, AND ILLEGALITY

         Section 4.1       Taxes.

                  (a)      Any and all payments by the Borrowers, or any of
         them, to the Administrative Agent or any Lender under this Agreement
         and any other Loan Document shall be made free and clear of, and
         without deduction or withholding for, any Taxes. In addition, subject
         to Section 12.10(c), the Borrowers shall pay all Other Taxes.

                  (b)      The Borrowers agree to indemnify and hold harmless
         the Administrative Agent and each Lender for the full amount of Taxes
         or Other Taxes (including any Taxes or Other Taxes imposed by any
         jurisdiction on amounts payable under this Section 4.1) paid by the
         Administrative Agent or any Lender and any liability (including
         penalties, interest, additions to tax, and expenses) arising therefrom
         or with respect thereto, whether or not such Taxes or Other Taxes were
         correctly or legally asserted. Payment under this indemnification shall
         be made within 30 days after the date the Administrative Agent or any
         Lender makes written demand therefor.

                  (c)      If the Borrowers shall be required by law to deduct
         or withhold any Taxes or Other Taxes from or in respect of any sum
         payable hereunder to the Administrative Agent or any Lender, then:

                           (i)      the sum payable shall be increased as
                  necessary so that after making all required deductions and
                  withholdings (including, without limitation, deductions and
                  withholdings applicable to additional sums payable under this
                  Section 4.1) the Administrative Agent or such Lender, as the
                  case may be, receives an amount equal to the sum it would have
                  received had no such deductions or withholdings been made;

                           (ii)     the Borrowers shall make such deductions and
                  withholdings;

                           (iii)    the Borrowers shall pay the full amount
                  deducted or withheld to the relevant taxing authority or other
                  authority in accordance with any applicable Requirement of
                  Law; and

                           (iv)     the Borrowers shall also pay to the
                  Administrative Agent, for the account of each Lender, or each
                  Lender at the time interest is paid, all additional amounts
                  which the respective Lender specifies as necessary to preserve
                  the after-tax yield such Lender would have received if such
                  Taxes or Other Taxes had not been imposed.

                  (d)      Within 30 days after the date of any payment by the
         Borrowers of Taxes or Other Taxes, the Borrowers shall furnish the
         Administrative Agent the original or a certified copy of a receipt
         evidencing payment thereof, or other evidence of payment satisfactory
         to the Administrative Agent.

CREDIT AGREEMENT - Page 19

<PAGE>

                  (e)      If the Borrowers are required to pay additional
         amounts to the Administrative Agent or any Lender pursuant to Section
         4.1(c), then the applicable Lender shall use reasonable efforts
         (consistent with legal and regulatory restrictions) to change the
         jurisdiction of its lending office so as to eliminate any such
         additional payment by the Borrowers which may thereafter accrue, if
         such change in the judgment of such Lender is not otherwise
         disadvantageous to such Lender.

                  (f)      Notwithstanding anything in this Section 4.1 to the
         contrary, the demand by the Administrative Agent or any Lender for the
         payment of Taxes or Other Taxes under this Section 4.1 shall not
         include any Taxes or Other Taxes which the Administrative Agent or such
         Lender had knowledge of more than 180 days prior to the date of such
         demand.

         Section 4.2       Illegality.

                  (a)      If any Lender determines that the introduction of any
         Requirement of Law, or any change in any Requirement of Law, or in the
         interpretation or administration of any Requirement of Law, has made it
         unlawful, or that any central bank or other Governmental Authority has
         asserted that it is unlawful, for such Lender or its applicable lending
         office to make LIBOR Rate Revolving Loans, then, on notice thereof by
         such Lender to the Borrowers through the Administrative Agent, any
         obligation of such Lender to make LIBOR Rate Revolving Loans shall be
         suspended until such Lender notifies the Administrative Agent and the
         Borrowers that the circumstances giving rise to such determination no
         longer exist.

If a Lender determines that it is unlawful to maintain any LIBOR Rate Revolving
Loan, the Borrowers shall, upon receipt of notice of such fact and demand from
such Lender (with a copy to the Administrative Agent), prepay in full such LIBOR
Rate Revolving Loans of such Lender then outstanding, together with accrued and
unpaid interest thereon and amounts required under Section 4.4, either on the
last day of the Interest Period thereof, if such Lender may lawfully continue to
maintain such LIBOR Rate Revolving Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such LIBOR Rate Revolving Loans. If
the Borrowers are required to so prepay any LIBOR Rate Revolving Loans, then
concurrently with such prepayment, the Borrowers shall borrow from the affected
Lender, in the amount of such repayment, a Base Rate Revolving Loan. Each Lender
agrees to designate a different lending office if such designation will avoid
the need for such notice and will not, in the reasonable judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

         Section 4.3       Increased Costs and Reduction of Return.

                  (a)      If any Lender determines that due to either (i) the
         introduction of or any change in the interpretation of any law or
         regulation or (ii) the compliance by such Lender with any guideline or
         request from any central bank or other Governmental Authority (whether
         or not having the force of law), there shall be any increase in the
         cost to such Lender of agreeing to make or making, funding, or
         maintaining any LIBOR Rate Revolving Loans, then the Borrowers shall be
         liable for, and shall from time to time, within three Business Days of
         demand by such Lender (with a copy of such demand to be

CREDIT AGREEMENT - Page 20

<PAGE>

         sent to the Administrative Agent), pay to the Administrative Agent for
         the account of such Lender, additional amounts as are sufficient to
         compensate such Lender for such increased costs.

                  (b)      If any Lender shall have determined that (i) the
         introduction of any Capital Adequacy Regulation, (ii) any change in any
         Capital Adequacy Regulation, (iii) any change in the interpretation or
         administration of any Capital Adequacy Regulation by any central bank
         or other Governmental Authority charged with the interpretation or
         administration thereof, or (iv) compliance by such Lender or any
         corporation or other entity controlling such Lender with any Capital
         Adequacy Regulation, affects or would affect the amount of capital
         required or expected to be maintained by such Lender or any corporation
         or other entity controlling such Lender and (taking into consideration
         such Lender's or such corporation's or other entity's policies with
         respect to capital adequacy and such Lender's desired return on
         capital) determines that the amount of such capital is increased as a
         consequence of its Commitment, loans, credits, or obligations under
         this Agreement, then, within three Business Days of demand by such
         Lender to the Borrowers through the Administrative Agent, the Borrowers
         shall pay to such Lender, from time to time as specified by such
         Lender, additional amounts sufficient to compensate such Lender for
         such increase.

         Section 4.4       Funding Losses. The Borrowers shall reimburse each
Lender and hold each Lender harmless from any loss or expense which such Lender
may sustain or incur as a consequence of:

                  (a)      the failure of the Borrowers to make on a timely
         basis any payment of principal of any LIBOR Rate Revolving Loan;

                  (b)      the failure of the Borrowers to (i) borrow any
         requested LIBOR Rate Revolving Loan, (ii) continue any LIBOR Rate
         Revolving Loan, or (iii) convert a Base Rate Revolving Loan to a LIBOR
         Rate Revolving Loan after any Borrower has given (or is deemed to have
         given) a Notice of Borrowing or a Notice of Continuation/Conversion
         with respect thereto (except as permitted by Section 4.5); or

                  (c)      the prepayment or other payment (including after
         acceleration thereof) of any LIBOR Rate Revolving Loans on a day that
         is not the last day of the relevant Interest Period;

including any such loss of anticipated profit and any loss or expense arising
from the liquidation or reemployment of funds obtained by such Lender to
maintain its LIBOR Rate Revolving Loans or from fees payable to terminate the
deposits from which such funds were obtained. The Borrowers shall also pay any
customary administrative fees charged by any Lender in connection with the
foregoing.

         Section 4.5       Inability to Determine Rates. If the Administrative
Agent determines that for any reason adequate and reasonable means do not exist
for determining the LIBOR Rate for any requested Interest Period with respect
to a proposed LIBOR Rate Revolving Loan, or that the LIBOR Rate for any
requested Interest Period with respect to a proposed LIBOR Rate Revolving

CREDIT AGREEMENT - Page 21

<PAGE>

Loan does not adequately and fairly reflect the cost to the Lenders of funding
such Revolving Loan, the Administrative Agent will promptly so notify the
Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or
maintain LIBOR Rate Revolving Loans hereunder shall be suspended until the
Administrative Agent revokes such notice in writing. Upon receipt of a notice
pursuant to the first sentence of this Section, the Borrowers may revoke any
Notice of Borrowing or Notice of Continuation/Conversion then submitted by any
of them. If the Borrowers do not revoke any such Notice of Borrowing or Notice
of Continuation/Conversion, the Lenders shall make, convert, or continue the
Revolving Loans, as proposed by the Borrowers, in the amount specified in the
applicable notice submitted by a Borrower, but such Revolving Loans shall be
made, converted, or continued as Base Rate Revolving Loans instead of LIBOR
Rate Revolving Loans.

         Section 4.6       Certificates of the Administrative Agent. If any
Lender claims reimbursement or compensation under this Article 4, the
Administrative Agent shall determine the amount thereof and shall deliver to the
Borrowers (with a copy to the affected Lender) a certificate setting forth in
reasonable detail the amount payable to the affected Lender, and such
certificate shall be conclusive and binding on the Borrowers in the absence of
manifest error.

         Section 4.7       Survival. The agreements and obligations of the
Borrowers in this Article 4 shall survive the payment of all other Obligations.

         Section 4.8       Replacement of Affected Lender. Within 30 days after
receipt by the Borrowers of written notice and demand from any Lender for any
payment under the terms of Section 4.1 or Section 4.3 then, subject to this
Section 4.8, the Borrowers may, at their option, notify the Administrative Agent
and such Lender (the "Affected Lender") of their intention to obtain, at the
Borrowers' sole expense, a replacement Lender ("Replacement Lender") to purchase
the Affected Lender's Revolving Loans and its obligations under the Loan
Documents. Subject to this Section 4.8, the Borrowers shall, within 30 days
following the delivery of such notice from the Borrowers, cause the Replacement
Lender to purchase (and the Affected Lender hereby agrees to sell and convey to
such Replacement Lender) the Revolving Loans and other obligations of the
Affected Lender and assume the Affected Lender's Commitment and obligations
hereunder in accordance with the terms of an Assignment and Acceptance for cash
in an aggregate amount equal to the aggregate unpaid principal of the Revolving
Loans and other Obligations held by such Affected Lender, all unpaid interest
and fees accrued thereon or with respect thereto, and all other Obligations owed
to such Affected Lender, including amounts owed under Section 4.1 or Section 4.3
(but excluding any amount pursuant to Section 3.2). Notwithstanding the
foregoing, (a) the Borrowers shall continue to be obligated to pay to the
Affected Lender in full all amounts then demanded and due under Section 4.1 or
Section 4.3 in accordance with the terms of this Agreement, (b) neither the
Administrative Agent nor any Lender shall have any obligation to find a
Replacement Lender, (c) the Replacement Lender must be acceptable to the
Administrative Agent in its reasonable discretion, and (d) the Bank may not be
replaced under this Section 4.8 without its consent. If the Borrowers elect to
replace any Affected Lender, the Borrowers must replace all Affected Lenders as
set forth in this Section, each such replacement to occur within a reasonable
period of time not to exceed 60 days from the date the first such Affected
Lender requested any payment under Section 4.1 or Section 4.3.

CREDIT AGREEMENT - Page 22

<PAGE>

                                   ARTICLE 5

                BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

         Section 5.1       Books and Records. The Obligated Parties shall, and
shall cause each of their Subsidiaries to, maintain, at all times, proper books
of record and account in which full, true, correct, and timely entries are made
in conformity with GAAP consistently applied. The Obligated Parties shall, and
shall cause each of their Subsidiaries to, by means of appropriate entries,
reflect in such accounts and in all Financial Statements proper liabilities and
reserves for all taxes and proper provision for depreciation and amortization of
property and bad debts, all in conformity with GAAP. The Obligated Parties shall
maintain at all times books and records pertaining to the Collateral in such
detail, form, and scope as the Administrative Agent or any Lender shall
reasonably require, including, but not limited to, timely records of (a) all
payments received and all credits and extensions granted with respect to the
Accounts, (b) the return, rejection, repossession, stoppage in transit, loss,
damage, or destruction of any Inventory, and (c) all other dealings affecting
the Collateral.

         Section 5.2       Financial Information. The Obligated Parties shall
promptly furnish to the Administrative Agent, all such information regarding the
Obligated Parties' and each of their Subsidiaries' financial and business
affairs as the Administrative Agent or any Lender (through the Administrative
Agent) may reasonably request. Without limiting the foregoing, the Obligated
Parties will furnish, or cause to be furnished, to the Administrative Agent the
following, in sufficient copies for distribution by the Administrative Agent to
each Lender, in such detail as the Administrative Agent or the Lenders (through
the Administrative Agent) shall request:

                  (a)      The Obligated Parties will furnish, or cause to be
         furnished, as soon as available, but in any event not later than 90
         days after the close of each Fiscal Year of the Parent, consolidated
         audited balance sheets and statements of income, cash flow, and
         stockholders' equity for the Parent and its Subsidiaries for such
         Fiscal Year, and the accompanying notes thereto, setting forth in
         each case in comparative form figures for the previous Fiscal Year,
         all in reasonable detail, fairly presenting the financial position
         and the results of operations of the Parent and its Subsidiaries on a
         consolidated basis as at the date thereof and for the Fiscal Year
         then ended, and prepared in conformity with GAAP. Such Financial
         Statements shall be examined in accordance with generally accepted
         auditing standards by, accompanied by a report thereon unqualified in
         any respect of, independent certified public accountants of national
         standing selected by the Parent. Each Obligated Party hereby
         authorizes the Administrative Agent to communicate directly with the
         Obligated Parties' certified public accountants and, by this
         provision, authorizes those accountants to disclose to the
         Administrative Agent any and all financial statements and other
         supporting financial documents and schedules relating to the
         Obligated Parties and to discuss directly with the Administrative
         Agent the finances and affairs of the Obligated Parties, provided
         that the Administrative Agent shall provide the Obligated Parties the
         opportunity to attend and participate in such discussions. Any
         information obtained by the Administrative Agent (or any of its
         representatives or independent contractors) in any such discussions
         shall be subject to the confidentiality provisions of Section 13.17.

CREDIT AGREEMENT - Page 23

<PAGE>

                  (b)      The Obligated Parties will furnish or cause to be
         furnished, (i) as soon as available, but in any event not later than 30
         days after the end of each calendar month, internally prepared
         financial statements of the Parent and its Subsidiaries prepared on a
         consolidating basis which at a minimum include both a statement of
         operations and a trial balance of general ledger accounts and (ii) as
         soon as available, but in any event not later than 45 days after the
         end of each of the first three Fiscal Quarters of the Parent,
         consolidated unaudited balance sheets of the Parent and its
         Subsidiaries as at the end of such Fiscal Quarter, and consolidated
         unaudited statements of income and cash flow for the Parent and its
         Subsidiaries for such Fiscal Quarter and for the period from the
         beginning of the Fiscal Year to the end of such Fiscal Quarter, all in
         reasonable detail, fairly presenting the financial position and results
         of operations of the Parent and its Subsidiaries, as at the date
         thereof and for such periods, and, in each case, in comparable form,
         figures for the corresponding period in the prior Fiscal Year, and
         prepared in conformity with GAAP (other than for presentation of
         footnotes and subject to normal year-end audit adjustments) applied
         consistently with the audited Financial Statements required to be
         delivered pursuant to Section 5.2(a). The Parent shall certify by a
         certificate signed by its chief financial officer or chief accounting
         officer that all such Financial Statements have been prepared in
         conformity with GAAP (other than for presentation of footnotes and
         subject to normal year-end audit adjustments) and present fairly,
         subject to normal year-end adjustments, the financial position of the
         Parent and its Subsidiaries as at the dates thereof and their results
         of operations for the periods then ended.

                  (c)      The Obligated Parties will cause to be furnished,
         with each of the audited Financial Statements delivered pursuant to
         Section 5.2(a), a certificate of the independent certified public
         accountants that audited such Financial Statements to the effect that
         such accountants have reviewed and are familiar with this Agreement and
         that, in auditing such Financial Statements, they did not become aware
         of any fact or condition which then constituted a Default or Event of
         Default with respect to a financial covenant set forth in Section 7.22
         and Section 7.23, except for those, if any, described in reasonable
         detail in such certificate.

                  (d)      The Obligated Parties will furnish or cause to be
         furnished, with each of the annual audited Financial Statements
         delivered pursuant to Section 5.2(a), and with each of the unaudited
         Financial Statements delivered pursuant to Section 5.2(b)(ii), a
         certificate of the chief financial officer or chief accounting officer
         of the Parent in the form of Exhibit C (a "Compliance Certificate") (i)
         setting forth in reasonable detail the calculations set forth in
         Section 7.22 and Section 7.23 (whether or not such covenants are being
         tested as of such date) during the period covered by such Financial
         Statements and as at the end thereof and (ii) except as explained in
         reasonable detail in such certificate, (A) stating that all of the
         representations and warranties of the Obligated Parties contained in
         this Agreement and the other Loan Documents are correct and complete in
         all material respects as at the date of such certificate as if made at
         such time, except for those that speak as of a particular date, (B)
         stating that the Obligated Parties are, at the date of such
         certificate, in compliance in all material respects with all of their
         respective covenants and agreements in this Agreement and the other
         Loan Documents, (C) stating that no Default or Event of Default then
         exists or existed during the period covered by

CREDIT AGREEMENT - Page 24

<PAGE>

         such Financial Statements, and (D) certifying, to the Obligated
         Parties' knowledge, that the amount of the Availability during the
         period covered by such certificate did not fall to an amount which
         resulted in testing of the covenants set forth in Section 7.22 and
         Section 7.23 and did not result in a Dominion Event, or if Availability
         fell to any such amount, the first date on which such event occurred.
         If such certificate discloses that a representation or warranty is not
         correct or complete, or that a covenant has not been complied with, or
         that a Default or Event of Default existed or exists, such certificate
         shall set forth what action the Obligated Parties have taken or propose
         to take with respect thereto.

                  (e)      The Obligated Parties will furnish, or cause to be
         furnished as soon as available, before the beginning of each Fiscal
         Year of the Parent but not more than 60 days prior to the beginning of
         such Fiscal Year, annual forecasts prepared by the Parent (to include
         forecasted consolidated balance sheets and statements of income and
         cash flow) for the Parent and its Subsidiaries as at the end of and for
         each Fiscal Quarter of such Fiscal Year, in each case in form
         consistent with the forecast delivered to the Agent prior to the
         Closing Date and past practices of the Obligated Parties.

                  (f)      The Obligated Parties will furnish, or cause to be
         furnished, promptly after filing with the PBGC and the IRS or any other
         Governmental Authority, a copy of each annual report or other filing
         filed with respect to each Plan of any Obligated Party.

                  (g)      The Obligated Parties will furnish, or cause to be
         furnished, promptly upon the filing thereof, copies of all reports, if
         any, or other documents filed by the Parent or any of its Subsidiaries
         with the Securities and Exchange Commission under the Exchange Act or
         any other similar Governmental Authority pursuant to any Requirement of
         Law, and all reports, notices, or statements sent or received by the
         Parent or any of its Subsidiaries to or from the holders of any equity
         interests of the Parent or any of its Subsidiaries (other than routine
         non-material correspondence sent by shareholders of the Parent or any
         of its Subsidiaries to the Parent or such Subsidiary) or of any Debt of
         the Parent or any of its Subsidiaries registered under the Securities
         Act of 1933 or to or from the trustee under any indenture under which
         the same is issued.

                  (h)      The Obligated Parties will furnish, or cause to be
         furnished, as soon as available, but in any event not later than
         fifteen days after the Parent's or any of its Subsidiaries' receipt
         thereof, a copy of all management reports and management letters
         prepared by any independent certified public accountants of the Parent
         or any other Obligated Party and submitted by such independent
         certified public accountants to the board of directors (or the audit
         committee of the board of directors) of the Parent or such other
         Obligated Party.

                  (i)      The Obligated Parties will furnish, or cause to be
         furnished, promptly after their preparation, copies of any and all
         proxy statements, financial statements, and reports which any Obligated
         Party makes available to its shareholders or which are made available
         to any holder of any Debt of any Obligated Party.

CREDIT AGREEMENT - Page 25

<PAGE>

                  (j)      If requested by the Administrative Agent, the
         Obligated Parties will furnish, or cause to be furnished, promptly
         after filing with the IRS or any other Governmental Authority, a copy
         of each tax return filed by the Parent or any of its Subsidiaries.

                  (k)      The Obligated Parties will furnish, or cause to be
         furnished, as soon as available, but in any event on the third Business
         Day of each calendar week for the last Business Day of the preceding
         calendar week and at such other times, from time to time, as may be
         reasonably requested by the Administrative Agent, a Borrowing Base
         Certificate and supporting information in connection therewith
         including (i) a schedule of each Borrower's Accounts created, credits
         given, cash collected, and other adjustments made to such Borrower's
         Accounts since the date of the last such schedule and Borrowing Base
         Certificate and (ii) a summary schedule of Inventory of each Borrower
         by location.

                  (l)      The Obligated Parties shall provide for each
         Borrower, or cause to be provided, to the Administrative Agent the
         following documents, in form reasonably satisfactory to the
         Administrative Agent within ten days of the end of each calendar month,
         or more frequently if reasonably requested by the Administrative Agent,
         (i) each of the items required pursuant to clause (k) preceding as of
         the end of such calendar month, (ii) an aging of Accounts as of the
         last day of such calendar month then ended, together with a
         reconciliation to the corresponding general ledger of such Borrower and
         the Borrowing Base Certificate as of such calendar month end, (iii) an
         aging of accounts payable as of the last day of such calendar month
         then ended, together with a reconciliation to the corresponding general
         ledger of such Borrower, (iv) a perpetual Inventory report by location
         as of the last day of such calendar month then ended which itemizes and
         describes the kind, type, quantity, per unit cost, and extended cost of
         all Inventory, together with a reconciliation to the corresponding
         general ledger of such Borrower and the Borrowing Base Certificate as
         of such calendar month end, (v) a schedule identifying each location,
         if any, where any Collateral is located with a sales representative,
         agent, contractor, or other Person under any bailee, consignee, or
         warehouse arrangement, in each case setting forth, as of the last day
         of the immediately preceding month, (A) the name and address of each
         such sales representative, agent, contractor, or other Person and a
         description of the nature of any such arrangement and (B) the cost of
         such Inventory at each such location, and including a representation
         that all actions have been taken to comply with Section 2.11(a) of the
         Security Agreements with respect to such Collateral; (vi) upon the
         Administrative Agent's request, copies of invoices in connection with
         each Borrower's Accounts, customer statements, credit memos, remittance
         advices and reports, deposit slips, and shipping and delivery documents
         in connection with each Borrower's Accounts; (vii) upon the
         Administrative Agent's request, a statement of the balance of each of
         the Intercompany Accounts; (viii) such other reports as to the
         Collateral as the Administrative Agent may reasonably request from time
         to time; and (ix) with the delivery of each of the foregoing, a
         certificate of the Obligated Parties executed by a Responsible Officer
         of the Parent on behalf of all of the Obligated Parties certifying as
         to the accuracy and completeness of the foregoing. If any of the
         Obligated Parties' records or reports of the Collateral are prepared by
         an accounting service or other agent, each Obligated Party hereby
         authorizes, and shall

CREDIT AGREEMENT - Page 26

<PAGE>

         cause each other Obligated Party to authorize, such service or agent to
         deliver such records, reports, and related documents to the
         Administrative Agent, for distribution to the Lenders.

                  (m)      The Obligated Parties will furnish, or cause to be
         furnished, such additional information as the Administrative Agent
         and/or any Lender may from time to time reasonably request regarding
         the financial and business affairs of the Parent or any Subsidiary of
         the Parent.

                  (n)      The Obligated Parties will provide the Administrative
         Agent and the Lenders the information required by Section 7.7(b).

                  (o)      Within 30 days following the date franchise taxes are
         due, the Obligated Parties will, unless the Administrative Agent shall
         otherwise consent, provide to the Administrative Agent a certificate of
         the applicable Governmental Authority evidencing each Obligated Party's
         good standing in its jurisdiction of incorporation or organization, as
         applicable.

         Section 5.3       Notices to the Lender. The Obligated Parties shall
notify the Administrative Agent and the Lenders in writing of the following
matters at the following times:

                  (a)      promptly after a Responsible Officer's becoming aware
         of (i) any Event of Default or (ii) any other Default that is not cured
         within 10 days of its occurrence;

                  (b)      promptly after a Responsible Officer's becoming aware
         of the assertion by the holder of any Capital Stock of the Parent or
         any Subsidiary of the Parent or the holder of any Debt of the Parent or
         any Subsidiary of the Parent in excess of $3,000,000 asserting that a
         default exists with respect thereto or that any such Person is not in
         compliance with the terms thereof, or the written threat or
         commencement by such holder of any enforcement action because of such
         asserted default or non-compliance;

                  (c)      promptly after a Responsible Officer's becoming aware
         of any event or circumstance which could reasonably be expected to
         have, or has resulted in, a Material Adverse Effect;

                  (d)      promptly after a Responsible Officer's becoming aware
         of any pending or threatened (in writing) action, suit, proceeding, or
         counterclaim by any Person, or any pending or threatened (in writing)
         investigation by a Governmental Authority, which could reasonably be
         expected to result in, or has resulted in, liability in excess of
         $3,000,000 or otherwise could reasonably be expected to result in, or
         has resulted in, a Material Adverse Effect;

                  (e)      promptly after a Responsible Officer's becoming aware
         of any (i) pending or threatened (in writing) strike or material work
         stoppage affecting any Obligated Party or (ii) unfair labor practice
         claim or other similar labor dispute affecting any Obligated Party
         which could reasonably be expected to result in, or has resulted in,
         liability in

CREDIT AGREEMENT - Page 27

<PAGE>

         excess of $3,000,000 or otherwise could reasonably be expected to
         result in, or has resulted in, a Material Adverse Effect;

                  (f)      promptly after a Responsible Officer's becoming aware
         of any violation of any law, statute, regulation, or ordinance of a
         Governmental Authority affecting any Obligated Party which reasonably
         could be expected to result in, or has resulted in, liability in excess
         of $3,000,000 or otherwise could reasonably be expected to result in,
         or has resulted in, a Material Adverse Effect;

                  (g)      immediately after a Responsible Officer's receipt of
         any written notice or otherwise obtaining knowledge that any
         Governmental Authority has asserted in writing that any Obligated Party
         is not in compliance with any Environmental Law or is investigating any
         Obligated Party's compliance therewith, which in any event could
         reasonably be expected to result in, or has resulted in, liability in
         excess of $3,000,000 or otherwise could reasonably be expected to
         result in, or has resulted in, a Material Adverse Effect;

                  (h)      immediately after a Responsible Officer's receipt of
         any written notice from any Governmental Authority or other Person or
         otherwise obtaining knowledge that any Obligated Party is or may be
         liable to any Person as a result of the Release or threatened Release
         of any Contaminant or that any Obligated Party is subject to
         investigation by any Governmental Authority evaluating whether any
         remedial action is needed to respond to the Release or threatened
         Release of any Contaminant which, in either case, is reasonably likely
         to give rise to liability in excess of $3,000,000 or otherwise could
         reasonably be expected to have, or has resulted in, a Material Adverse
         Effect;

                  (i)      promptly after receipt of any written notice of the
         imposition of any Environmental Lien against any property of any
         Obligated Party;

                  (j)      any change in any Obligated Party's name as it
         appears in the jurisdiction of its organization, type of entity,
         organizational identification number, locations of Collateral, or trade
         names under which such Obligated Party will sell Inventory or create
         Accounts, or to which instruments in payment of Accounts may be made
         payable, in each case at least 30 days prior thereto;

                  (k)      within three Business Days after any Responsible
         Officer knows or has reason to know, that an ERISA Event or a
         prohibited transaction (as defined in Sections 406 of ERISA and 4975 of
         the Code) has occurred, and, when known, any action taken or threatened
         by the IRS, the DOL, or the PBGC with respect thereto;

                  (l)      upon request, or, in the event that such filing
         reflects a significant change with respect to the matters covered
         thereby, within three Business Days after the filing thereof with the
         PBGC, the DOL, or the IRS, as applicable, copies of the following: (i)
         each annual report (form 5500 series), including Schedule B thereto,
         filed with the PBGC, the DOL, or the IRS with respect to each Plan,
         (ii) a copy of each funding waiver request filed with the PBGC, the
         DOL, or the IRS with respect to any Plan and all

CREDIT AGREEMENT - Page 28

<PAGE>

         communications received by any Obligated Party or any ERISA Affiliate
         from the PBGC, the DOL, or the IRS with respect to such request, and
         (iii) a copy of each other filing or notice filed with the PBGC, the
         DOL, or the IRS, with respect to each Plan by any Obligated Party or
         any ERISA Affiliate;

                  (m)      upon request from the Administrative Agent, copies of
         each actuarial report for any Plan or Multi-employer Plan and annual
         report for any Multi-employer Plan, and promptly after receipt thereof
         by any Obligated Party or any ERISA Affiliate, copies of the following:
         (i) any notices of the PBGC's intention to terminate a Plan or to have
         a trustee appointed to administer such Plan; (ii) any favorable or
         unfavorable determination letter from the IRS regarding the
         qualification of a Plan under Section 401(a) of the Code; or (iii) any
         notice from a Multi-employer Plan regarding the imposition of
         withdrawal liability;

                  (n)      within three Business Days after the occurrence
         thereof: (i) any changes in the benefits of any existing Plan which
         increase any Obligated Party's annual costs with respect thereto by an
         amount in excess of $3,000,000, or the establishment of any new Plan or
         the commencement of contributions to any Plan to which any Obligated
         Party or any ERISA Affiliate was not previously contributing; or (ii)
         any failure by any Obligated Party or any ERISA Affiliate to make a
         required installment or any other required payment to any Plan in
         excess of $3,000,000 under Section 412 of the Code on or before the due
         date for such installment or payment;

                  (o)      promptly after any Obligated Party or any ERISA
         Affiliate knows or has reason to know that any of the following events
         has occurred or will occur: (i) a Multi-employer Plan has been or will
         be terminated; (ii) the administrator or plan sponsor of a
         Multi-employer Plan intends to terminate a Multi-employer Plan; or
         (iii) the PBGC has instituted or will institute proceedings under
         Section 4042 of ERISA to terminate a Multi-employer Plan;

                  (p)      promptly upon commencement of any proceedings
         contesting any tax, fee, assessment, or other governmental charge in
         excess of $3,000,000;

                  (q)      promptly after a Responsible Officer's becoming aware
         that any material assumption on which the Obligated Parties prepared
         and presented the Latest Projections is no longer valid;

                  (r)      promptly after any Borrower has notified the
         Administrative Agent of any intention by the such Borrower to treat the
         Loans and/or Letters of Credit and related transactions as being a
         "reportable transaction" (within the meaning of Treasury Regulation
         Section 1.6011-4), a duly completed copy of IRS Form 8886 or any
         successor form;

                  (s)      with each of the financial statements required to be
         delivered pursuant to Section 5.2, a listing of each Deposit Account
         opened by any Obligated Party in the preceding calendar month; and

CREDIT AGREEMENT - Page 29

<PAGE>

                  (t)      promptly after a Responsible Officer's becoming aware
         of any Lien (other than Permitted Liens) or any other claim in excess
         of $500,000 made or asserted in writing against any of the Collateral.

Each notice given under this Section shall describe the subject matter thereof
in reasonable detail, and shall set forth the action that any Obligated Party or
any ERISA Affiliate, as applicable, has taken or proposes to take with respect
thereto.

                                   ARTICLE 6

                     GENERAL WARRANTIES AND REPRESENTATIONS

         Each Obligated Party warrants and represents to the Administrative
Agent and the Lenders as follows:

         Section 6.1       Authorization, Validity, and Enforceability of this
Agreement and the other Loan Documents; No Conflicts. Each Obligated Party has
the power and authority to execute, deliver, and perform this Agreement and the
other Loan Documents to which it is a party, to incur the indebtedness,
liabilities, and obligations it has agreed to undertake hereunder and under the
other Loan Documents, and to grant to the Agent Liens upon the Collateral owned
by such Obligated Party. Each Obligated Party has taken all necessary action
(including obtaining approval of its stockholders, partners, general partner(s),
members, or other applicable equity owners, if necessary) to authorize its
execution, delivery, and performance of this Agreement and the other Loan
Documents to which it is a party. This Agreement and the other Loan Documents to
which each Obligated Party is a party have been duly executed and delivered by
such Obligated Party, and constitute the legal, valid, and binding obligations
of such Obligated Party, enforceable against it in accordance with their
respective terms without defense, setoff, or counterclaim except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the rights of creditors generally and to the effect of general
principles of equity whether applied by a court of law or equity. Each Obligated
Party's execution, delivery, and performance of this Agreement and the other
Loan Documents to which it is a party do not and will not conflict with, or
constitute a violation or breach of, or constitute a default under, or result in
or require the creation or imposition of any Lien upon the property of any
Obligated Party by reason of the terms of (a) any contract, mortgage, Lien,
lease, agreement, indenture, document, or instrument to which such Obligated
Party is a party or which is binding upon it, (b) any Requirement of Law
applicable to such Obligated Party, or (c) the certificate or articles of
incorporation, bylaws, limited liability company or partnership agreement, or
other organizational or constituent documents, as the case may be, of such
Obligated Party.

         Section 6.2       Validity and Priority of Security Interest. The
provisions of this Agreement and the other Loan Documents create legal and valid
Liens on all the Collateral in favor of the Administrative Agent, for the
benefit of the Administrative Agent and the Lenders, and such Liens constitute
perfected and continuing Liens on the Collateral, securing the Obligations,
enforceable against the applicable Obligated Party and all third parties, and
having priority over all other Liens on the Collateral except in the case of
Liens described in clause (e) and clause (h) of the definition of Permitted
Liens to the extent any such Liens would have

CREDIT AGREEMENT - Page 30

<PAGE>

priority over the Agent's Liens pursuant to any Requirement of Law and Liens
perfected only by possession to the extent the Administrative Agent has not
obtained or does not maintain possession of such Collateral.

         Section 6.3       Corporate Name; Prior Transactions. Except as set
forth on Schedule 6.3, the Obligated Parties have not, during the past five
years, been known by or used any other corporate or fictitious name, or been a
party to any merger or consolidation, or acquired all or substantially all of
the assets of any Person, or acquired any of its property outside of the
ordinary course of business.

         Section 6.4       Capitalization and Subsidiaries. Schedule 6.4 sets
forth (a) a correct and complete list of the name and relationship to the Parent
of each and all of the Parent's Subsidiaries, (b) the location of the chief
executive office of the Parent and each of its Subsidiaries, (c) a true and
complete listing of each class of each of the Parent's Subsidiaries' authorized
Capital Stock, of which all of such issued shares are validly issued,
outstanding, fully paid and non-assessable, and owned beneficially and of record
by the Persons identified on Schedule 6.4, and (d) the type of entity of the
Parent and each of its Subsidiaries. With respect to each Obligated Party,
Schedule 6.4 sets forth the employer or taxpayer identification number of each
Obligated Party and the organizational identification number issued by each
Obligated Party's jurisdiction of organization or a statement that no such
number has been issued. Each Obligated Party is (x) duly incorporated, formed,
or organized and validly existing in good standing under the laws of its
jurisdiction of incorporation, formation, or organization set forth on Schedule
6.4, (y) qualified to do business and in good standing (as applicable) in each
jurisdiction in which the failure to so qualify or be in good standing could
reasonably be expected to have a Material Adverse Effect, and (z) has all
requisite power and authority to conduct its business and own its property.

         Section 6.5       Financial Statements and Projections.

                  (a)      The Borrowers have delivered to the Administrative
         Agent and the Lenders the audited balance sheet and related statements
         of income, retained earnings, cash flow, and changes in stockholders'
         equity for the Parent and its Subsidiaries on a consolidated basis as
         of May 31, 2002, and for the Fiscal Year then ended, accompanied by the
         report thereon of the Parent's independent certified public
         accountants, Ernst & Young LLP. The Borrowers have also delivered to
         the Administrative Agent and the Lenders the unaudited balance sheet
         and related statements of income and cash flow for the Parent and its
         Subsidiaries on a consolidated basis as of February 28, 2003. All such
         financial statements have been prepared in conformity with GAAP and
         fairly present the financial position of the Parent and its
         Subsidiaries as at the dates thereof and their results of operations
         for the periods then ended (except with respect to the financial
         statements dated February 28, 2003, for the absence of applicable
         footnotes and subject to normal year-end adjustments).

                  (b)      The Latest Projections when submitted to the
         Administrative Agent and the Lenders as required herein represent the
         Borrowers' good faith estimate of the future financial performance of
         the Borrowers for the periods set forth therein. The Latest Projections
         have been prepared on the basis of the assumptions set forth therein,
         which

CREDIT AGREEMENT - Page 31

<PAGE>

         the Borrowers believe are fair and reasonable in light of current and
         reasonably foreseeable business conditions at the time submitted to the
         Administrative Agent and the Lenders.

         Section 6.6       Solvency. The Parent and its Subsidiaries, on a
consolidated basis, are Solvent prior to and after giving effect to the
Borrowings to be made on the Closing Date and the issuance of the Letters of
Credit and Credit Support to be issued on the Closing Date (if any).

         Section 6.7       Debt. After giving effect to the making of the
Revolving Loans to be made on the Closing Date and the issuance of the Letters
of Credit to be issued on the Closing Date (if any), the Obligated Parties have
no Debt, except (a) the Obligations, (b) Debt described on Schedule 6.7, and (c)
other Debt entered into after the Closing Date as permitted by Section 7.13,
which Debt will be reflected in the Financial Statements next delivered after
its incurrence pursuant to Section 5.2.

         Section 6.8       Distributions. Except for the regular quarterly
dividends paid by the Parent on its Capital Stock on May 30, 2003 and the
regular quarterly payment of interest by the Parent on the Convertible
Subordinated Debentures on March 31, 2003, for the purpose of funding the
dividend paid by TXI Capital Trust I on the Convertible Trust Preferred
Securities on March 31, 2003, as of the Closing Date, since February 28, 2003,
no Distribution has been declared, paid, or made upon or in respect of any
Capital Stock or any other security of the Parent.

         Section 6.9       Real Estate; Leases. As of the Closing Date, Schedule
6.9 sets forth a correct and complete list of all Real Estate owned by each
Obligated Party, all leases and subleases of real or personal property by each
Obligated Party as lessee or sublessee (other than leases of personal property
as to which such Obligated Party is lessee or sublessee for which the value of
such personal property under any such lease in the aggregate is less than
$5,000,000), and all leases and subleases of real or personal property by each
Obligated Party as lessor, or sublessor. Each of such leases and subleases is
valid and enforceable in accordance with its terms and is in full force and
effect, and no default by any party to any such lease or sublease exists. Each
Obligated Party has good and indefeasible title in fee simple to the Real Estate
identified on Schedule 6.9 as owned by such Obligated Party, or valid leasehold
interests in all Real Estate designated on Schedule 6.9 as "leased" by such
Obligated Party, and each Obligated Party has good, indefeasible, and
merchantable title to all of its other property reflected on the February 28,
2003 Financial Statements of the Parent and its Subsidiaries delivered to the
Administrative Agent and the Lenders, except as disposed of in the ordinary
course of business since the date thereof, free of all Liens except Permitted
Liens.

         Section 6.10      Proprietary Rights. As of the Closing Date, Schedule
6.10 sets forth a correct and complete list of all of each Obligated Party's
material registered patents, trademarks, copyrights, and other Proprietary
Rights. None of the Proprietary Rights listed in Schedule 6.10 is subject to any
licensing agreement or similar arrangement except as set forth on Schedule 6.10.
The Proprietary Rights described on Schedule 6.10 constitute all of the property
of such type necessary to the current and anticipated future conduct of the
Obligated Parties' business. To the best of each Obligated Party's knowledge, no
slogan or other advertising device, product, process, method, substance, part,
or other material now employed, or now

CREDIT AGREEMENT - Page 32

<PAGE>

contemplated to be employed, by any Obligated Party infringes upon any rights
held by any other Person which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. No claim or litigation
regarding any of the foregoing is pending or, to the knowledge of any Obligated
Party, threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

         Section 6.11      Trade Names. All trade names or styles under which
any Obligated Party will sell Inventory or create Accounts, or to which
instruments in payment of Accounts may be made payable, are listed on Schedule
6.11.

         Section 6.12      Litigation. Except as specified on Schedule 6.12, as
of the Closing Date, there is no pending, or to the best of any Obligated
Party's knowledge threatened, action, suit, proceeding, or counterclaim by any
Person, or investigation by any Governmental Authority, or any basis for any of
the foregoing, which could reasonably be expected to have a Material Adverse
Effect.

         Section 6.13      Labor Matters. Except as specified in Schedule 6.13,
as of the Closing Date, (a) there is no collective bargaining agreement or other
labor contract covering employees of any Obligated Party, (b) no such collective
bargaining agreement or other labor contract is scheduled to expire during the
term of this Agreement, (c) no union or other labor organization is seeking to
organize, or to be recognized as, a collective bargaining unit of employees of
any Obligated Party or for any similar purpose, (d) there is no pending or (to
the best of any Obligated Party's knowledge) threatened, strike or material work
stoppage against or affecting any Obligated Party or its employees, and (e)
there is no pending (or to the best of any Obligated Party's knowledge)
threatened, unfair labor practice claim or other similar labor dispute against
or affecting any Obligated Party or its employees which could reasonably be
expected to result in, or has resulted in, liability in excess of $3,000,000 or
which could reasonably be expected to result in, or has resulted in, a Material
Adverse Effect.

         Section 6.14      Environmental Laws. Except as otherwise set forth on
Schedule 6.14:

                  (a)      Each Obligated Party is in compliance in all material
         respects with all applicable Environmental Laws, and neither any
         Obligated Party nor any of their respective presently or previously
         owned Real Estate or presently conducted or prior operations, is
         subject to any enforcement order from or liability agreement with any
         Governmental Authority or private Person respecting (i) compliance with
         any Environmental Law or (ii) any potential liabilities and costs or
         remedial action arising from the Release or threatened Release of a
         Contaminant.

                  (b)      Each Obligated Party has obtained all permits
         necessary for its current operations under applicable Environmental
         Laws, and all such permits are in good standing, and each Obligated
         Party is in material compliance with all terms and conditions of such
         permits.

                  (c)      No Obligated Party is in violation of any
         Environmental Law by storing, treating, or disposing of any hazardous
         waste (as defined pursuant to 40 CFR Part 261 or any equivalent
         Environmental Law).

CREDIT AGREEMENT - Page 33

<PAGE>

                  (d)      No Obligated Party has received any summons,
         complaint, order, or similar written notice indicating that it is not
         currently in compliance with, or that any Governmental Authority is
         currently investigating its compliance with, any Environmental Laws or
         that it is or may be liable to any other Person as a result of a
         Release or threatened Release of a Contaminant, which noncompliance or
         liability could reasonably be expected to result in, or has resulted
         in, liability in excess of $3,000,000 or otherwise could reasonably be
         expected to result in, or has resulted in, a Material Adverse Effect.

                  (e)      No Obligated Party has received any summons,
         complaint, order, or similar written notice from any Governmental
         Authority indicating that any of the present or past operations of any
         Obligated Party is the subject of any current investigation by any
         Governmental Authority evaluating whether any remedial action is needed
         to respond to a Release or threatened Release of a Contaminant.

                  (f)      To the best of any Responsible Officer's knowledge,
         there is not now on or in the Real Estate of any Obligated Party in
         violation of Environmental Laws:

                           (i)      any underground storage tanks or surface
                  impoundments,

                           (ii)     any asbestos-containing material, or

                           (iii)    any polychlorinated biphenyls (PCBs) used in
                  hydraulic oils, electrical transformers, or other equipment.

                  (g)      No Obligated Party has entered into any negotiations
         or settlement agreements with any Person (including the prior owner of
         its property) imposing material obligations or liabilities on any
         Obligated Party with respect to any remedial action in response to the
         Release of a Contaminant or environmentally related claim.

                  (h)      None of the products currently manufactured,
         distributed, or sold by any Obligated Party or any Subsidiary of any
         Obligated Party contains asbestos containing material.

                  (i)      No presently effective Environmental Lien has
         attached to the Real Estate of any Obligated Party or any Subsidiary of
         any Obligated Party.

         Section 6.15      No Violation of Law. No Obligated Party or any
Subsidiary of any Obligated Party is in violation of any law, statute,
regulation, ordinance, judgment, order, or decree applicable to it which
violation could reasonably be expected to have a Material Adverse Effect.

         Section 6.16      No Default. No Obligated Party or any Subsidiary of
any Obligated Party is in default with respect to any note, indenture, loan
agreement, mortgage, lease, deed, or other agreement to which such Obligated
Party or Subsidiary of an Obligated Party is a party or by which it is bound,
which default could reasonably be expected to have a Material Adverse Effect.

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         Section 6.17      ERISA Compliance. Except as set forth on Schedule
6.17:

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

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

                  (c)      Except where the occurrence or existence could not,
         individually or in the aggregate, result in liability in excess of
         $1,000,000 or otherwise be reasonably expected to have a Material
         Adverse Effect, (i) no ERISA Event has occurred or is reasonably
         expected to occur, (ii) no Pension Plan has any Unfunded Pension
         Liability, (iii) no Obligated Party nor any ERISA Affiliate has
         incurred, or reasonably expects to incur, any liability under Title IV
         of ERISA with respect to any Pension Plan (other than premiums due and
         not delinquent under Section 4007 of ERISA), (iv) no Obligated Party
         nor any ERISA Affiliate has incurred, or reasonably expects to incur,
         any liability (and no event has occurred which, with the giving of
         notice under Section 4219 of ERISA, would result in such liability)
         under Section 4201 or 4243 of ERISA with respect to a Multi-employer
         Plan, and (v) no Obligated Party nor any ERISA Affiliate has engaged in
         a transaction that could be subject to Section 4069 or 4212(c) of
         ERISA.

         Section 6.18      Taxes. Each Obligated Party has filed all federal,
state, and other tax returns and reports required to be filed (or appropriate
extensions have been timely filed), and has paid all federal, state, and other
taxes, assessments, fees, and other governmental charges levied or imposed upon
it or its properties, income, or assets otherwise due and payable unless such
unpaid taxes and assessments would constitute a Permitted Lien.

         Section 6.19      Regulated Entities. No Obligated Party nor any Person
controlling any Obligated Party is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940. No Obligated Party is a "holding company" or a "subsidiary
company" of a "holding company" or an "affiliate" of a "holding company" or a
"public utility" within the meaning of the Public Utility Holding Company Act of
1935, or a regulated entity under the Federal Power Act, the Interstate Commerce
Act, any state public utilities code or law, or any other federal or state
statute or regulation limiting its ability to incur indebtedness.

CREDIT AGREEMENT - Page 35

<PAGE>

         Section 6.20      Use of Proceeds; Margin Regulations. The proceeds of
the Revolving Loans are to be used solely for the purposes specified in Section
7.24. No Obligated Party is engaged in the business of buying or selling Margin
Stock or extending credit for the purpose of buying or carrying Margin Stock.

         Section 6.21      No Material Adverse Change. No Material Adverse
Effect has occurred since the latest date of the Financial Statements delivered
to the Lenders referenced in Section 6.5.

         Section 6.22      Full Disclosure. None of the representations or
warranties made by any Obligated Party in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement, or certificate furnished
by or on behalf of any Obligated Party in connection with the Loan Documents
(including the offering and disclosure materials delivered by or on behalf of
any Obligated Party to the Lenders prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.

         Section 6.23      Material Agreements. As of the Closing Date, Schedule
6.23 sets forth all material agreements and contracts (other than the Loan
Documents) of the Obligated Parties which are required to be publicly disclosed
pursuant to any Requirement of Law since the date of the Parent's quarterly
report for the Fiscal Quarter ended February 28, 2003.

         Section 6.24      Bank Accounts. As of the Closing Date, Schedule 6.24
contains a complete and accurate list of all bank accounts maintained by each
Obligated Party with any bank or other financial institution.

         Section 6.25      Governmental Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or other Person is necessary or required in connection
with the execution, delivery, or performance by, or enforcement against, any
Obligated Party of this Agreement or any other Loan Document except for those
which have been duly obtained by the Obligated Parties, copies of which have
been provided to the Administrative Agent, and for filing of financing
statements and mortgages (if any).

         Section 6.26      Reserved.

         Section 6.27      Common Enterprise. The successful operation and
condition of each of the Obligated Parties is dependent on the continued
successful performance of the functions of the group of the Obligated Parties as
a whole and the successful operation of each of the Obligated Parties is
dependent on the successful performance and operation of each other Obligated
Party. Each Obligated Party expects to derive benefit (and its board of
directors or other governing body has determined that it may reasonably be
expected to derive benefit), directly and indirectly, from successful operations
of each of the other Obligated Parties. Each Obligated Party expects to derive
benefit (and the boards of directors or other governing body of each Obligated
Party has determined that it may reasonably be expected to derive benefit),

CREDIT AGREEMENT - Page 36

<PAGE>

directly and indirectly, from the credit extended by the Lenders to the
Borrowers hereunder, both in their separate capacities and as members of the
group of companies. Each Obligated Party has determined that execution,
delivery, and performance of this Agreement and any other Loan Documents to be
executed by such Obligated Party is within its purpose, will be of direct and
indirect benefit to such Obligated Party, and is in its best interest.

         Section 6.28      Tax Shelter Regulations. The Borrowers do not intend
to treat the Revolving Loans and/or Letters of Credit as being a "reportable
transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In
the event any Borrower determines to take any action inconsistent with such
intention, it will promptly notify the Administrative Agent thereof. If any
Borrower so notifies the Administrative Agent, the Borrowers acknowledge that
one or more of the Lenders may treat the Revolving Loans and/or the Borrowers'
interest in Non-Ratable Loans and/or Agent Advances and/or Letters of Credit as
part of a transaction that is subject to Treasury Regulation Section 301.6112-1,
and such Lender or Lenders, as applicable, will maintain the lists and other
records required by such Treasury Regulation.

                                   ARTICLE 7

                       AFFIRMATIVE AND NEGATIVE COVENANTS

         Each Obligated Party covenants to the Administrative Agent and each
Lender that so long as any of the Obligations remain outstanding or this
Agreement is in effect each Obligated Party will keep and perform each of the
following covenants:

         Section 7.1       Taxes and Other Obligations. Except as otherwise
permitted by the terms of this Agreement, each Obligated Party shall (a) file
when due (after giving effect to all timely filed appropriate extensions) all
tax returns and other reports which it is required to file, (b) pay, or provide
for the payment, when due, of all taxes, fees, assessments, and other
governmental charges against it or upon its property, income, and franchises,
make all required withholding and other tax deposits, and establish adequate
reserves for the payment of all such items in conformity with GAAP, and provide
to the Administrative Agent and the Lenders, upon request, satisfactory evidence
of its timely compliance with the foregoing, and (c) pay when due all Debt owed
by it and all claims of materialmen, mechanics, carriers, warehousemen,
landlords, processors, and other like Persons, and all other indebtedness owed
by it and perform and discharge in a timely manner all other obligations
undertaken by it; provided, however, such Obligated Party need not pay any of
the foregoing (w) which it is contesting in good faith by appropriate
proceedings diligently pursued, (x) for which it has established proper reserves
as required under GAAP, (y) for which no Lien (other than a Permitted Lien)
results from such non-payment, and (z) with respect to which any such tax, fee,
assessment, or governmental charge in excess of $3,000,000, such Obligated Party
has notified the Administrative Agent in writing of any contest described in
clause (w) preceding.

         Section 7.2       Legal Existence and Good Standing. Except as allowed
by Section 7.9, each Obligated Party shall maintain its legal existence and its
qualification and good standing in all jurisdictions in which the failure to
maintain such existence and qualification or good standing could reasonably be
expected to have a Material Adverse Effect.

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<PAGE>

         Section 7.3       Compliance with Law and Agreements; Maintenance of
Licenses. Each Obligated Party shall comply, and shall cause each of its
Subsidiaries to comply, in all material respects with all Requirements of Law of
any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act and all Environmental Laws)
except in such instances which (a) individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect or (b) such Requirement
of Law is being contested in good faith by appropriate proceedings diligently
conducted and if such proceedings are determined adversely to such Obligated
Party or its Subsidiary, the failure to comply therewith, either individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect. Each Obligated Party shall obtain and maintain, and shall cause each of
its Subsidiaries to obtain and maintain, all licenses, permits, franchises, and
governmental authorizations necessary to own its property and to conduct its
business as conducted on the Closing Date or as permitted by Section 7.17. No
Obligated Party shall modify, amend, or alter its certificate or articles of
incorporation, bylaws, limited liability company operating agreement, limited
partnership agreement, or other similar constituent documents other than in a
manner which does not adversely affect the rights of the Lenders or the
Administrative Agent under this Agreement or any of the other Loan Documents.

         Section 7.4       Maintenance of Property; Inspection of Property.

                  (a)      Each Obligated Party shall (i) subject to clause (ii)
         following, maintain all of its material properties and equipment
         necessary in the operation of its business in good working order and
         condition, ordinary wear and tear and damage by casualty excepted, (ii)
         make all necessary repairs thereto and renewals and replacements
         thereof, and (iii) use the standard of care typical in the industry in
         the operation and maintenance of its equipment and facilities.

                  (b)      Each Obligated Party shall permit representatives and
         independent contractors of the Administrative Agent (accompanied by any
         Lender which so elects with the consent of the Administrative Agent) to
         visit and inspect any of its properties, to examine its corporate,
         financial, and operating records, and make copies thereof or abstracts
         therefrom, and to discuss its affairs, finances, and accounts with its
         officers and independent public accountants (provided that the
         Administrative Agent shall provide the Obligated Parties the
         opportunity to attend and participate in such discussions with such
         public accountants and any information obtained by the Administrative
         Agent (or any of its representatives or independent contractors) in any
         such discussions shall be subject to the confidentiality provisions of
         Section 13.17). Prior to the existence and continuance of an Event of
         Default, all such visits and inspections shall be conducted at such
         reasonable times during normal business hours and as soon as may be
         reasonably desired, upon reasonable advance notice to such Obligated
         Party. During the existence of an Event of Default, the Administrative
         Agent or any Lender may do any of the foregoing at any time without
         advance notice.

         Section 7.5       Insurance.

                  (a)      Each Obligated Party shall maintain with financially
         sound and reputable insurers having a rating of at least A+ or better
         by Best Rating Guide (or self-insure with

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<PAGE>

         respect to workers compensation, health, and other insurance (excluding
         insurance of the Collateral), including deductible and loss retention
         provisions, compatible with the standards set forth in this Section
         7.5(a), insurance with respect to its properties and business against
         loss or damage of the kinds customarily insured against by Persons
         engaged in the same or similar business and of such types and in such
         amounts as are customarily carried under similar circumstances by such
         other Persons, including, without limitation, business interruption
         insurance. Each Obligated Party shall also maintain flood insurance for
         its Eligible Inventory which is, at any time, located in a SFHA.

                  (b)      For each of the insurance policies issued as required
         by this Section 7.5, that insures Collateral against loss or damage,
         each Obligated Party shall cause the Administrative Agent, for the
         benefit of the Administrative Agent and the Lenders, to be named as
         secured party and loss payee with respect to proceeds payable by reason
         of loss or damage to Collateral, in a manner acceptable to the
         Administrative Agent. Each policy of insurance shall contain a clause
         or endorsement requiring the insurer to give not less than 10 days
         prior written notice to the Administrative Agent in the event of
         cancellation of such policy for non-payment of premium and not less
         than 30 days prior written notice to the Administrative Agent in the
         event of cancellation of such policy for any other reason whatsoever
         and a clause or endorsement stating that the interest of the
         Administrative Agent shall not be impaired or invalidated by any act or
         neglect of the insured Person or the owner of any premises for purposes
         more hazardous than are permitted by such policy. All premiums for
         insurance required to be maintained by this Section 7.5 shall be paid
         by the Obligated Parties when due, and certificates of insurance and,
         if requested by the Administrative Agent or any Lender, photocopies of
         the policies shall be delivered to the Administrative Agent, in each
         case, in sufficient quantity for distribution by the Administrative
         Agent to each of the Lenders. If any Obligated Party fails to procure
         (or cause to be procured) such insurance or to pay the premiums
         therefor when due, the Administrative Agent may, and at the direction
         of the Majority Lenders shall, do so from the proceeds of Revolving
         Loans.

         Section 7.6       Insurance and Condemnation Proceeds. Each Obligated
Party shall promptly notify the Administrative Agent and the Lenders of any
loss, damage, or destruction to Collateral having a value in excess of
$1,000,000, whether or not covered by insurance. If the Obligated Parties fail
to promptly do so, or at any time during the continuance of an Event of Default,
the Administrative Agent is hereby authorized to directly collect all insurance
and condemnation proceeds in respect of any loss, damage, or destruction of
Collateral and to apply such proceeds to the reduction of the Obligations, after
deducting from such proceeds the reasonable expenses, if any, incurred by the
Administrative Agent in the collection or handling thereof, the Administrative
Agent shall apply such proceeds to the reduction of the Obligations in the
manner provided for in Section 3.7.

         Section 7.7       Environmental Laws.

                  (a)      Each Obligated Party shall conduct, and shall cause
         each of its Subsidiaries to conduct, its business in compliance with
         all Environmental Laws applicable to it, including those relating to
         the generation, handling, use, storage, and

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<PAGE>

         disposal of any Contaminant. Each Obligated Party shall take, and shall
         cause each of its Subsidiaries to take, prompt and appropriate action
         to respond to any non-compliance with Environmental Laws. Each
         Obligated Party shall regularly report to the Administrative Agent on
         any such response with respect to any circumstance which could
         reasonably be expected to result in, or has resulted in, liability in
         excess of $3,000,000 or otherwise could reasonably be expected to
         result in, or has resulted in, a Material Adverse Effect.

                  (b)      Without limiting the generality of the foregoing, the
         Obligated Parties shall submit to the Administrative Agent and the
         Lenders annually, or more frequently if requested by the Administrative
         Agent, commencing on the first Anniversary Date, and on each
         Anniversary Date thereafter, an update of the status of each
         environmental compliance or liability issue concerning any Obligated
         Party or any Subsidiary of an Obligated Party or any of their
         respective properties or operations (whether past or present), if any,
         which could reasonably be expected to result in, or has resulted in,
         liability in excess of $3,000,000 or otherwise could reasonably be
         expected to result in, or has resulted in, a Material Adverse Effect.
         The Administrative Agent or any Lender may request, in which case the
         Borrowers will promptly furnish or cause to be promptly furnished to
         the Administrative Agent, copies of technical reports prepared by any
         Obligated Party or any Subsidiary of an Obligated Party and its
         communications with any Governmental Authority to determine whether
         such Obligated Party or Subsidiary of an Obligated Party is proceeding
         reasonably to correct, cure, or contest in good faith any alleged
         non-compliance or environmental liability. Each Obligated Party shall,
         at the Administrative Agent's or the Majority Lenders' request and at
         such Obligated Party's expense, (i) retain an independent environmental
         engineer acceptable to the Administrative Agent to evaluate any site,
         including tests if appropriate, where the non-compliance or alleged
         non-compliance with Environmental Laws has occurred and prepare and
         deliver to the Administrative Agent, in sufficient quantity for
         distribution by the Administrative Agent to the Lenders, a report
         setting forth the results of such evaluation, a proposed plan for
         responding to any environmental problems described therein, and an
         estimate of the costs thereof and (ii) provide to the Administrative
         Agent, in sufficient quantity for distribution by the Administrative
         Agent to the Lenders, a supplemental report of such engineer whenever
         the scope of the environmental problems (if any), or the response
         thereto or the estimated costs thereof, shall increase in any material
         respect.

         Section 7.8       Compliance with ERISA. Each Obligated Party shall,
and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in
compliance in all material respects with the applicable provisions of ERISA, the
Code, and other federal or state law; (b) cause each Plan which is qualified
under Section 401(a) of the Code to maintain such qualification; (c) make all
required contributions to any Plan subject to Section 412 of the Code; (d) not
engage in a prohibited transaction or violation of the fiduciary responsibility
rules with respect to any Plan; and (e) not engage in a transaction that could
be subject to Section 4069 or 4212(c) of ERISA.

         Section 7.9       Mergers, Consolidations, or Sales. No Obligated Party
shall enter into any transaction of merger, reorganization, or consolidation, or
transfer, sell, assign, lease, or otherwise Dispose of all or any part of its
property, or wind up, liquidate or dissolve, or agree to

CREDIT AGREEMENT - Page 40

<PAGE>

do any of the foregoing, except for (A) sales and other Dispositions of
Inventory in the ordinary course of its business, (B) sales or Dispositions of
Equipment that is (1) damaged, worn out, unserviceable, or obsolete, (2) no
longer necessary for the proper conduct of business, or (3) contemporaneously
replaced with Equipment of comparable utility, in each case in the ordinary
course of business and operations of the Obligated Parties and on a basis
consistent with past practices, (C) the sale or other Disposition of any assets
of any Subsidiary of an Obligated Party to an Obligated Party, (D) the sale or
other Disposition of all or substantially all of the assets of a Subsidiary
(other than an Obligated Party) to a Person other than an Obligated Party, (E)
the sale or other Disposition of any equity interests in any Subsidiary of an
Obligated Party (other than a Borrower) to an Obligated Party, (F) the sale or
other Disposition of all or substantially all of the equity interests in any
Subsidiary which is not an Obligated Party to a Person other than an Obligated
Party, (G) payments of cash in the ordinary course of business and as otherwise
permitted by this Agreement, (H) sale or other Dispositions of Real Estate
consistent with past practices, and (I) subject to Section 7.10, other
transactions between or among the Obligated Parties and their Subsidiaries in
the ordinary course of each Obligated Party's business consistent with past
practices; provided that, notwithstanding the foregoing or any other provision
of this Agreement, as long as no Default or Event of Default exists or would
result therefrom and provided the Parent gives the Administrative Agent and the
Lenders prior written notice:

                  (a)      a Borrower may wind-up, dissolve, or liquidate if (i)
         its property is transferred to another Borrower and (ii) the Person
         acquiring such property complies with its obligations under Section
         7.28 hereof and Section 2.3 of the applicable Security Agreement
         simultaneously with such acquisition;

                  (b)      an Obligated Party (other than the Parent) which is
         not a Borrower may wind-up, dissolve, or liquidate if (i) its property
         is transferred to another Obligated Party and (ii) the Person acquiring
         such property complies with its obligations under Section 7.28 hereof
         and Section 2.3 of the applicable Security Agreement simultaneously
         with such acquisition;

                  (c)      a Borrower may merge or consolidate with another
         Borrower;

                  (d)      an Obligated Party may transfer assets in connection
         with, and as necessary to effect, an Investment otherwise permitted
         under this Agreement;

                  (e)      an Obligated Party which is not a Borrower may merge
         or consolidate with another Obligated Party, and a Subsidiary of an
         Obligated Party (which is not a Borrower) may merge or consolidate with
         another Obligated Party; provided that the Obligated Party is the
         survivor of any such merger or consolidation; and

                  (f)      an Obligated Party may enter into sales or other
         Dispositions of its property and assets (excluding Collateral) not
         otherwise permitted under this Section 7.9 in an arm's length
         transaction with a Person who is not an Affiliate if (A) the book value
         of the property and assets sold or Disposed of pursuant to this Section
         7.9(f) does not exceed $25,000,000 in the aggregate (net of the related
         sales costs, if any, of such sales and other Dispositions) during the
         term of this Agreement for all of the Obligated Parties,

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<PAGE>

         collectively, (B) the book value of the property and assets sold or
         Disposed of pursuant to this Section 7.9(f) does not exceed $10,000,000
         in the aggregate (net of the related sales costs, if any, of such sales
         and other Dispositions) for all of the Obligated Parties, collectively,
         during any period of four consecutive Fiscal Quarters of the Parent,
         and (C) the Administrative Agent shall have received written notice of
         any such sale or other Disposition involving property and assets with a
         book value in excess of $10,000,000.

The inclusion of proceeds in the definition of Collateral shall not be deemed to
constitute the Administrative Agent's or any Lender's consent to any sale or
other disposition of the Collateral except as expressly permitted herein.

         Section 7.10      Distributions; Capital Change; Restricted
Investments. The Parent will not, nor will it permit any of its Subsidiaries to,
(a) directly or indirectly declare or pay any dividends or make any
distributions on its Capital Stock, the Convertible Trust Preferred Securities,
or the Convertible Preferred Debentures (other than dividends and distributions
payable in its own Capital Stock) or redeem, repurchase, or otherwise acquire or
retire any of its Capital Stock at any time outstanding or the Convertible
Preferred Debentures (each of such dividends, distributions, or other
transactions with respect to such Person's Capital Stock, the Convertible Trust
Preferred Securities, or the Convertible Preferred Debentures being referred to
in this Section as a "restricted payment"), except that (i) any Subsidiary of
the Parent may declare and pay dividends or make distributions to the Parent or
to a Wholly-Owned Subsidiary of the Parent which is an Obligated Party, (ii) the
Parent may make the minimum cash distributions required according to the terms
of the Convertible Preferred Debentures, (iii) TXI Capital Trust I may make the
minimum cash restricted payments required according to the terms of the
Convertible Trust Preferred Securities, (iv) the Parent may accept shares of its
Capital Stock in connection with the purchase of shares of its Capital Stock
issued pursuant to and in accordance with the Parent's 1993 Stock Option Plan,
and (v) the Parent may make restricted payments with respect to its Capital
Stock in an aggregate amount not to exceed $7,000,000 in any Fiscal Year so long
as no Default or Event of Default exists or would result therefrom and
Availability shall at all times during the last Fiscal Quarter ended prior to
the date of declaration of such restricted payment after the Closing Date have
not been less than $30,000,000, (b) make any change in its capital structure
which could have an adverse effect on the ability of the Obligated Parties to
perform any of their respective duties and obligations under any Loan Document
or pay the Obligations when due, or (c) make any Restricted Investment.

         Section 7.11      Transactions Resulting in a Material Adverse Effect.
No Obligated Party shall enter into any transaction which could be reasonably
expected to result in a Material Adverse Effect.

         Section 7.12      Guaranties. No Obligated Party shall, make, issue, or
become liable on any Guaranty, except (a) Guaranties of the Debt allowed under
Section 7.13, (b) Guaranties by the Obligated Parties of Debt and other
liabilities and obligations of the other Obligated Parties, provided that the
underlying Debt or other liabilities and obligations are permitted pursuant to
this Agreement, (c) endorsement in the ordinary course of business of negotiable
instruments for deposit or collection, and (d) Guaranties in respect of
operating leases and other contracts (excluding any contracts in respect of any
Debt) of Subsidiaries which are not Obligated Parties incurred in the ordinary
course of business, provided that any payment by any Obligated Party

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<PAGE>

under any such Guaranty shall be included as an Investment pursuant to clause
(h) of the definition of Restricted Investments.

         Section 7.13      Debt. No Obligated Party shall incur or maintain any
Debt, other than: (a) the Obligations (including Debt attributable to Bank
Products); (b) the Debt described on Schedule 6.7; (c) Capital Leases of
Equipment and purchase money secured Debt incurred to purchase Equipment;
provided that (i) the Liens securing such Capital Leases and purchase money
secured Debt shall attach only to the Equipment acquired by the incurrence of
such Capital Leases and purchase money secured Debt and (ii) the aggregate
amount of such Debt (including all Capital Leases at any time outstanding)
outstanding does not exceed $25,000,000 at any time; (d) Debt evidencing a
refunding, renewal, or extension of the Debt described in clause (b) and clause
(c) preceding; provided that (i) the principal amount thereof is not increased
at the time of such renewal, refinancing, refunding, or extension thereof except
by an amount equal to any existing commitments utilized thereunder and (ii) the
Liens, if any, securing such refunded, renewed, or extended Debt do not attach
to any assets in addition to those assets, if any, securing the Debt to be
refunded, renewed, or extended, (e) Debt owing by an Obligated Party to another
Obligated Party for intercompany loans and advances made for working capital in
the ordinary course of business, (f) Guaranties of Debt which are permitted
under Section 7.12, (g) Debt incurred in connection with the financing of
premiums payable with respect to insurance policies required to be maintained by
the Obligated Parties pursuant to this Agreement, (h) Debt assumed by an
Obligated Party in connection with a Permitted Acquisition, provided that the
aggregate amount of such Debt under this clause (h) does not exceed $15,000,000
at anytime outstanding, (i) unsecured Debt if, at the time the applicable
Obligated Party enters into or issues such Debt, the Pro Forma Fixed Charge
Coverage Ratio of the Parent and its Subsidiaries for the four preceding Fiscal
Quarters of the Parent is greater than or equal to 1.00 to 1.00, and (j) other
unsecured Debt in an aggregate amount at any time outstanding not in excess of
$2,000,000.

         Section 7.14      Prepayment. No Obligated Party shall, voluntarily
prepay or redeem any Debt, including the Convertible Subordinated Debentures
unless the Convertible Subordinated Debentures are redeemed with Capital Stock
of the Parent, except (a) the Obligations, (b) the IRB Debt, and (c) other Debt,
provided that (i) the aggregate principal amount of other Debt prepaid under
this Section 7.14(c) in any Fiscal Year of the Parent does not exceed
$10,000,000, (ii) no Default or Event of Default exists after giving effect to
such payment, and (iii) the Availability is equal to or greater than $40,000,000
after giving effect to such payment.

         Section 7.15      Transactions with Affiliates. Except as otherwise
provided in Section 7.10, Section 7.12, Section 7.13, and this Section 7.15, no
Obligated Party shall, sell, transfer, distribute, or pay any money or property,
including, but not limited to, any fees or expenses of any nature (including,
but not limited to, any fees or expenses for management services), to any
Affiliate that is not an Obligated Party, or lend or advance money or property
to any Affiliate that is not an Obligated Party, or invest in (by capital
contribution or otherwise) or purchase or repurchase any Capital Stock or
indebtedness, or any property, of any Affiliate that is not an Obligated Party,
or become liable on any Guaranty of the indebtedness, dividends, or other
obligations of any Affiliate that is not a Borrower. Notwithstanding the
foregoing, if no Default or Event of Default is in existence or would result
therefrom, (a) an Obligated Party may engage in transactions with an Affiliate
in the ordinary course of such Obligated Party's business

CREDIT AGREEMENT - Page 43

<PAGE>

consistent with past practices and upon terms no less favorable to such
Obligated Party than would be obtained in a comparable arm's-length transaction
with a third party who is not an Affiliate and (b) an Obligated Party other than
the Parent may make transfers, distributions, and payments to the owners of its
Capital Stock if such transfer, distribution, or payment is also made by any
such recipient which is not an Obligated Party to another Person which is an
Obligated Party within one Business Day of its receipt of such transfer,
distribution, or payment.

         Section 7.16      Investment Banking and Finder's Fees. No Obligated
Party shall pay or agree to pay, or reimburse any other party with respect to,
any investment banking or similar or related fee, underwriter's fee, finder's
fee, or broker's fee to any Person in connection with this Agreement other than
pursuant to the Agent's Letter. The Obligated Parties shall defend and indemnify
the Administrative Agent and the Lenders against and hold them harmless from (a)
all claims of any Person that any Obligated Party is obligated to pay any such
fees and (b) all costs and expenses (including attorneys' fees) incurred by the
Administrative Agent and/or any Lender in connection therewith.

         Section 7.17      Business Conducted. The Obligated Parties shall not
engage, directly or indirectly, in any line of business other than the lines of
businesses in which the Obligated Parties are engaged on the Closing Date and
those reasonably similar, related, or incidental thereto.

         Section 7.18      Liens. No Obligated Party shall create, incur,
assume, or permit to exist any Lien on any property now owned or hereafter
acquired by it, except Permitted Liens. Other than as set forth in this
Agreement, in the Senior Notes Indenture, in connection with the creation or
incurrence of any Debt under Section 7.13(c), or in connection with creation of
any Permitted Lien permitted under clause (i) of the definition of Permitted
Liens, no Obligated Party will enter into or become subject to any Negative
Pledge; provided that any Negative Pledge entered into or existing in connection
with the creation of Debt under Section 7.13(c) or creation of any Permitted
Lien permitted under clause (i) of the definition of Permitted Liens shall be
limited to the purchase money Lien securing such Debt, and any Negative Pledge
entered into in connection with the Senior Notes Indenture will not apply to the
Agent's Liens on the Collateral.

         Section 7.19      Reserved.

         Section 7.20      New Subsidiaries; Addition of Subsidiaries as
Borrowers. No Obligated Party shall, directly or indirectly, organize, create,
acquire, or permit to exist any Subsidiary other than (a) those listed on
Schedule 6.4 and (b) subject to Section 7.28 and Section 13.22, other
Subsidiaries created or acquired after the Closing Date, provided that such
creation or acquisition does not result in the occurrence of a Default or Event
of Default hereunder.

         Section 7.21      Fiscal Year. No Obligated Party shall change the last
day of its Fiscal Year.

         Section 7.22      Fixed Charge Coverage Ratio. In the event
Availability, as of any day, is less than $30,000,000, the Obligated Parties
shall not permit the Fixed Charge Coverage Ratio of the Parent and its
Subsidiaries to be less than the ratio specified corresponding to the applicable
Fiscal Quarter end in the table below, respectively, (a) for the immediately
preceding period of

CREDIT AGREEMENT - Page 44

<PAGE>

four Fiscal Quarters of the Parent ending prior to such date and for which the
financial statements required to be delivered pursuant to Section 5.2(b)(ii)
have been delivered and (b) for each period of four Fiscal Quarters of the
Parent ending thereafter until Availability equals or exceeds $30,000,000 for
each day during a full Fiscal Quarter of the Parent, provided that the
provisions of this Section 7.22 shall again become applicable if Availability,
as of any subsequent day, is less than $30,000,000, as follows:

<TABLE>
<CAPTION>
                Fiscal Quarter End                                  Fixed Charge Coverage Ratio
===============================================================================================
<S>                                                                 <C>
May 31, 2003                                                               0.85 to 1.00
-----------------------------------------------------------------------------------------------
August 31, 2003                                                            0.75 to 1.00
-----------------------------------------------------------------------------------------------
November 30, 2003                                                          0.80 to 1.00
-----------------------------------------------------------------------------------------------
February 29, 2004                                                          0.85 to 1.00
-----------------------------------------------------------------------------------------------
May 31, 2004 and each Fiscal Quarter ending thereafter                     1.00 to 1.00
===============================================================================================
</TABLE>

         Section 7.23      Tangible Net Worth. In the event Availability, as of
any day, is less than $30,000,000, the Obligated Parties shall not permit the
Tangible Net Worth of the Parent to be less than the Tangible Net Worth
Requirement specified for the applicable period (a) as of the last day of the
Fiscal Quarter of the Parent ending prior to such date and for which the
financial statements required to be delivered pursuant to Section 5.2(b)(ii)
have been delivered and (b) as of the last day of each Fiscal Quarter of the
Parent ending thereafter until Availability equals or exceeds $30,000,000 for
each day during a full Fiscal Quarter of the Parent, provided that the
provisions of this Section 7.22 shall again become applicable if Availability,
as of any subsequent day, is less than $30,000,000.

         Section 7.24      Use of Proceeds. The Borrowers shall use the proceeds
of the Revolving Loans (a) to repurchase Accounts of the Borrowers previously
sold in connection with the asset securitization transaction described in
Section 8.1(a)(xx), (b) to pay costs and expenses incurred in connection with
the closing of this Agreement and the transactions contemplated hereby and the
closing of the Senior Notes Indenture and the transactions contemplated thereby,
(c) to pay interest, costs, and expenses incurred in connection with this
Agreement, (d) to issue Letters of Credit and to repay reimbursement obligations
related thereto, and (e) to finance ongoing general working capital needs and
Capital Expenditures (in each case, not otherwise prohibited by this Agreement)
of the Obligated Parties in the ordinary course of business, and shall not use
any portion of the Revolving Loan proceeds, directly or indirectly, (w) to buy
or carry any Margin Stock, (x) to repay or otherwise refinance indebtedness of
the Borrowers or others incurred to buy or carry any Margin Stock, (y) to extend
credit for the purpose of buying or carrying any Margin Stock, or (z) to acquire
any security in any transaction that is subject to Sections 13 or 14 of the
Exchange Act.

         Section 7.25      Lenders as Depository. Each Obligated Party shall
maintain one or more of the Lenders as its principal depository bank(s),
including for the maintenance of operating, administrative, cash management,
collection activity, and other deposit accounts for the conduct of its business.

CREDIT AGREEMENT - Page 45

<PAGE>

         Section 7.26      Landlord and Bailee Agreements. The Obligated Parties
will use reasonable efforts in good faith to provide to the Administrative Agent
upon the Administrative Agent's request, (a) a landlord's waiver and consent
agreement or subordination and consent agreement, in form and substance
reasonably acceptable to the Administrative Agent, from each landlord of leased
Real Estate on which any Collateral is located and (b) a waiver and consent
agreement (a "bailee agreement"), in form and substance reasonably acceptable to
the Administrative Agent, from each Person which is not an Obligated Party and
is in possession of any Collateral. In the event that any landlord waiver and
consent agreement or subordination and consent agreement or any bailee agreement
requested by the Administrative Agent pursuant to this Section is not provided,
in lieu of such delivery, the Administrative Agent may, in its discretion,
establish a Reserve with respect to any Collateral located on any leased Real
Estate or in the possession of any third party which is not an Obligated Party
for which the Administrative Agent has not received such acceptable waiver and
consent agreement or subordination and consent agreement, and/or exclude such
Collateral from the determination of the Borrowing Base.

         Section 7.27      Guaranties of the Obligations. Each Obligated Party,
including any Person which becomes a Borrower or a Guarantor after the Closing
Date pursuant to the terms of this Agreement, shall guarantee payment and
performance of the Obligations pursuant to a Guaranty Agreement in form and
substance satisfactory to the Administrative Agent, duly executed by each such
Obligated Party. Each Borrower acknowledges and expressly agrees with the
Administrative Agent and each Lender that the Guaranty by such Borrower is
required solely as a condition to, and is given solely as inducement for and in
consideration of, credit or accommodations extended or to be extended under the
Loan Documents to any or all of the other Borrowers and is not required or given
as a condition of extensions of credit to such Borrower.

         Section 7.28      Additional Collateral; Further Assurances.

                  (a)      In the event that the Subsidiaries of the Parent
         which are not Obligated Parties hereunder (collectively referred to in
         this Section as the "excluded Subsidiaries") own assets, excluding
         intercompany notes and accounts, with an aggregate book value or fair
         market value in excess of 5.0% of all assets, excluding intercompany
         notes and accounts, of the Parent and its Subsidiaries or have revenue
         in any Fiscal Year in excess of 5.0% of the revenue of the Parent and
         its Subsidiaries, the Obligated Parties shall notify the Administrative
         Agent in writing thereof and with the Administrative Agent's and the
         Majority Lenders' consent pursuant to Section 13.22 cause one or more
         of the excluded Subsidiaries to become, either a Borrower and a
         Guarantor or a Guarantor (but not a Borrower) subject to the terms of
         this Agreement to the extent required to cause the aggregate book value
         or fair market value of all assets, excluding intercompany notes and
         accounts, owned by the excluded Subsidiaries to be equal to or less
         than 5.0% of the assets, excluding intercompany notes and accounts, of
         the Parent and its Subsidiaries and to cause the revenue of the
         excluded Subsidiaries, collectively, to be equal to or less than 5.0%
         of the revenue of the Parent and its Subsidiaries. In the event that an
         insufficient number of the Parent's Subsidiaries are acceptable to the
         Administrative Agent and the Majority Lenders for joinder hereto as
         Obligated Parties (as applicable) as may be required pursuant to this
         Section, no Event of Default shall result from such occurrence

CREDIT AGREEMENT - Page 46

<PAGE>

         and each reference to "5.0%" in this Section 7.28(a) shall instead be a
         reference to 10.0%.

                  (b)      Upon the request of the Administrative Agent, each
         Obligated Party shall (x) grant Liens on the Collateral to the
         Administrative Agent, for the benefit of the Administrative Agent and
         the Lenders, pursuant to such documents as the Administrative Agent may
         reasonably deem necessary and deliver such property, documents, and
         instruments as the Administrative Agent may request to perfect the
         Agent's Liens in any property of such Obligated Party which constitutes
         Collateral, (y) execute a Guaranty Agreement as required by Section
         7.27, and (z) in connection with the foregoing requirements, or either
         of them, deliver to the Administrative Agent (in its discretion) all
         items of the type required by Section 8.1 (as applicable). Upon
         execution and delivery of such Loan Documents and other agreements,
         certificates, documents, and instruments, each such Person shall
         automatically become a Borrower and a Guarantor, or a Guarantor (but
         not a Borrower), as applicable, hereunder and thereupon shall have all
         of the rights, benefits, duties, and obligations in such capacity under
         the Loan Documents.

                  (c)      Without limiting the foregoing, each Obligated Party
         shall, and shall cause each of the Parent's Subsidiaries which is
         required to become an Obligated Party pursuant to the terms of this
         Agreement to, execute and deliver, or cause to be executed and
         delivered, to the Administrative Agent such documents and agreements,
         and shall take or cause to be taken such actions as the Administrative
         Agent may, from time to time, reasonably request to carry out the terms
         and conditions of this Agreement and the other Loan Documents.

                                   ARTICLE 8

                             CONDITIONS OF LENDING

         Section 8.1       Conditions Precedent to Making of Revolving Loans on
the Closing Date. The obligation of the Lenders to make the initial Revolving
Loans on the Closing Date, and the obligation of the Administrative Agent to
cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing
Date, are subject to the following conditions precedent having been satisfied in
a manner satisfactory to the Administrative Agent and each Lender:

                  (a)      The Administrative Agent shall have received each of
         the following documents, all of which shall be satisfactory in form and
         substance to the Administrative Agent and the Lenders:

                           (i)      certified copies of the certificate of
                  incorporation, certificate of limited partnership, or
                  comparable organizational document of each Obligated Party,
                  with all amendments, if any, certified by the appropriate
                  Governmental Authority of the jurisdiction of each Obligated
                  Party's organization or formation, and the bylaws,
                  regulations, operating agreement, limited partnership
                  agreement, or similar governing agreement or document of each
                  Obligated Party, in each case certified by the corporate
                  secretary, general partner, or comparable authorized

CREDIT AGREEMENT - Page 47

<PAGE>

                  representative of such Obligated Party, as applicable as being
                  true and correct and in effect on the Closing Date;

                           (ii)     certificates of incumbency and specimen
                  signatures with respect to each individual authorized to
                  execute and deliver this Agreement and the other Loan
                  Documents on behalf of each Obligated Party, and any other
                  individual executing any document, certificate, or instrument
                  to be delivered in connection with this Agreement and the
                  other Loan Documents and, in the case of each Borrower, to
                  request Borrowings and the issuance of Letters of Credit;

                           (iii)    a certificate evidencing the existence of
                  each Obligated Party, and certificates evidencing the good
                  standing and tax status of each Obligated Party in the
                  jurisdiction of its organization and in each other
                  jurisdiction in which it is required to be qualified as a
                  foreign business entity to transact its business as presently
                  conducted;

                           (iv)     certified copies of all action taken by each
                  Obligated Party and each other Person executing any document,
                  certificate, or instrument to be delivered in connection with
                  this Agreement and the other Loan Documents to authorize the
                  execution, delivery, and performance of this Agreement, the
                  other Loan Documents, and, with respect to the Borrowers, the
                  Borrowings and the issuance of Letters of Credit;

                           (v)      a certificate of the Obligated Parties
                  signed by a Responsible Officer

                                    (A)      stating that all of the
                           representations and warranties made or deemed to be
                           made under this Agreement are true and correct as of
                           the Closing Date, after giving effect to the
                           Revolving Loans to be made at such time and the
                           application of the proceeds thereof and the issuance
                           of any Letter(s) of Credit at such time,

                                    (B)      stating that no Default or Event of
                           Default exists,

                                    (C)      specifying the account of the
                           Borrowers which is the Designated Account, and

                                    (D)      certifying as to such other factual
                           matters as may be reasonably requested by the
                           Administrative Agent;

                           (vi)     with respect to any Letter of Credit to be
                  issued, and with respect to each Existing Letter of Credit,
                  all documentation required by Section 1.3, duly executed;

                           (vii)    a Revolving Loan Note, payable to the order
                  of each Lender in the amount of its Commitment with respect
                  thereto, duly executed and delivered by each Borrower,
                  complying with the requirements of Section 1.2(b);

CREDIT AGREEMENT - Page 48

<PAGE>

                           (viii)   UCC financing statements with respect to the
                  Collateral as may be requested by the Administrative Agent,
                  duly authorized by the respective Obligated Parties, in all
                  jurisdictions that the Administrative Agent may deem necessary
                  or desirable in order to perfect the Agent's Liens therein and
                  acknowledgment copies of proper financing statements, duly
                  filed on or before the Closing Date under the UCC in each
                  jurisdiction the Administrative Agent deems necessary or
                  desirable in order to perfect the Agent's Liens;

                           (ix)     duly executed UCC termination statements or
                  assignments and such other instruments, in form and substance
                  satisfactory to the Administrative Agent, as shall be
                  necessary to terminate and satisfy all Liens on the property
                  of the Obligated Parties except Permitted Liens;

                           (x)      a Guaranty Agreement, duly executed and
                  delivered by each Obligated Party as required pursuant to
                  Section 7.27;

                           (xi)     a Borrowing Base Certificate effective as of
                  the Business Day preceding the day such initial Revolving
                  Loans are to be funded or any such Letter of Credit is to be
                  issued;

                           (xii)    [Reserved];

                           (xiii)   each Blocked Account Agreement duly executed
                  as requested by the Administrative Agent;

                           (xiv)    signed opinions of counsel for the Obligated
                  Parties, opining as to such matters in connection with the
                  transactions contemplated by this Agreement as the
                  Administrative Agent may reasonably request, each such opinion
                  to be in a form, scope, and substance satisfactory to the
                  Administrative Agent, the Lenders, and their respective
                  counsel;

                           (xv)     evidence, in form, scope, and substance,
                  reasonably satisfactory to the Administrative Agent, of all
                  insurance coverage as required by this Agreement together with
                  a copy of each such policy covering Collateral, with loss
                  payable endorsements thereto in form acceptable to the
                  Administrative Agent;

                           (xvi)    satisfactory evidence that all filings,
                  consents, or approvals with or of the owners of any Capital
                  Stock of any Obligated Party, any Governmental Authority, or
                  any other third party have been made or obtained, as
                  applicable;

                           (xvii)   the absence, as determined by each of the
                  Administrative Agent and the Arranger, respectively, in its
                  sole and absolute discretion, of any material disruption of or
                  material adverse change in conditions in the financial,
                  banking, or capital markets that the Administrative Agent and
                  the Arranger, in their discretion, deem material in connection
                  with the syndication of the credit facility as set forth in
                  this Agreement;

CREDIT AGREEMENT - Page 49

<PAGE>

                           (xviii)  satisfactory evidence that the Parent has
                  received gross proceeds of not less than $525,000,000 from
                  issuance of the Senior Notes the proceeds of which shall have
                  been used in part to repay all outstanding indebtedness,
                  liabilities, and obligations under (A) the Third Amended and
                  Restated Credit Agreement, dated as of March 10, 1999, among
                  the Parent and the lending institutions party thereto, (B) the
                  senior notes issued pursuant to the Parent's Note Agreement,
                  dated as of December 18, 1997, (C) the senior notes issued
                  pursuant to the Parent's Amendment, Restatement and Assumption
                  of Note Agreement, dated as of December 31, 1997, and (D) the
                  senior notes issued pursuant to the Parent's Note Agreement,
                  dated as of April 9, 1996;

                           (xix)    satisfactory evidence that the Parent has
                  provided Bank of America, N.A. cash collateral deposits in an
                  amount sufficient to fully repay the IRB Debt, including all
                  reimbursement obligations with respect to the letters of
                  credit issued in connection therewith;

                           (xx)     satisfactory evidence that upon the
                  repurchase by the Borrowers of their respective Accounts
                  remaining uncollected, the indebtedness, liabilities, and
                  obligations of the Parent and certain of its subsidiaries
                  owing in connection with the asset securitization transaction
                  governed by (A) the TXI Receivables Purchase Agreement, (B)
                  the Receivables Sale Agreement, and (C) the Receivables
                  Purchase Agreement, each of which is dated as of March 11,
                  1999, and is executed by the Parent as a party thereto have
                  been terminated and all outstanding Accounts sold by the
                  Parent pursuant to such agreements shall have been re-conveyed
                  to the Parent or to the Borrower originating such Accounts;
                  and

                           (xxi)    such other documents and instruments as the
                  Administrative Agent or any Lender may reasonably request.

                  (b)      On the Closing Date, after giving effect to the
         making of all Revolving Loans (including any Revolving Loans made to
         finance the fees and expenses set forth in the Agent's Letter or
         otherwise as reimbursement for fees, costs, and expenses then payable
         under this Agreement) and issuance of all Letters of Credit and with
         all of the Borrowers' obligations current, Availability shall not be
         less than $50,000,000.

                  (c)      All representations and warranties made hereunder and
         in the other Loan Documents shall be true and correct.

                  (d)      No Default or Event of Default shall exist or would
         exist after giving effect to the Revolving Loans to be made and the
         Letters of Credit to be issued.

                  (e)      The Borrowers shall have paid all fees and expenses
         of the Administrative Agent and the Attorney Costs incurred in
         connection with any of the Loan Documents and the transactions
         contemplated thereby to the extent invoiced (or shall have made
         provision for the direct payment thereof out of the proceeds of any
         Borrowing to be funded on the Closing Date).

CREDIT AGREEMENT - Page 50

<PAGE>

                  (f)      The Administrative Agent and the Lenders shall have
         had an opportunity to examine the books of account and other records
         and files of the Obligated Parties and to make copies thereof, and to
         conduct a pre-closing audit which shall include, without limitation,
         verification of Inventory, Accounts, and the Borrowing Base, and the
         results of such examination and audit shall have been satisfactory to
         the Administrative Agent and the Lenders in all respects.

                  (g)      All proceedings taken by the Obligated Parties in
         connection with the execution of this Agreement, the other Loan
         Documents, and all documents and papers relating thereto shall be
         satisfactory in form, scope, and substance to the Administrative Agent
         and the Lenders.

                  (h)      Without in any way limiting Section 2.3 of the
         Security Agreements, the Administrative Agent shall have received any
         warehouse receipts, consent and control agreements, subordination
         agreements, or other documentation the Administrative Agent determines
         in its sole discretion are necessary to perfect the Agent's Liens in
         any Inventory or other Collateral in the possession of any
         warehouseman.

                  (i)      Without limiting the generality of the items
         described above, each of the Obligated Parties and each other Person
         guaranteeing payment of the Obligations shall have delivered or caused
         to be delivered to the Administrative Agent (in form and substance
         reasonably satisfactory to the Administrative Agent), the financial
         statements, instruments, resolutions, documents, agreements,
         certificates, opinions, and other items required by the Administrative
         Agent and the Lenders.

The acceptance by the Borrowers of any Revolving Loans made or Letters of Credit
issued on the Closing Date shall be deemed to be a representation and warranty
made by the Obligated Parties to the effect that all of the conditions precedent
to the making of such Loans or issuance of such Letters of Credit have been
satisfied, with the same effect as delivery to the Administrative Agent and the
Lenders of a certificate signed by a Responsible Officer of the Obligated
Parties, dated the Closing Date, to such effect. Execution and delivery to the
Administrative Agent by a Lender of a counterpart of this Agreement shall be
deemed confirmation by such Lender that (1) all conditions precedent in this
Section 8.1 have been fulfilled to the satisfaction of such Lender, (2) the
decision of such Lender to execute and deliver to the Administrative Agent an
executed counterpart of this Agreement was made by such Lender independently and
without reliance on the Administrative Agent or any other Lender as to the
satisfaction of any condition precedent set forth in this Section 8.1, and (3)
all documents sent to such Lender for approval, consent, or satisfaction were
acceptable to such Lender.

         Section 8.2       Conditions Precedent to Each Loan. The obligation of
the Lenders to make each Revolving Loan, including the initial Revolving Loans
on the Closing Date, and the obligation of the Administrative Agent to cause the
Letter of Credit Issuer to issue any Letter of Credit shall be subject to the
further conditions precedent that on and as of the date of any such extension of
credit the following statements shall be true, and the acceptance by the
Borrowers of any extension of credit shall be deemed to be a statement by each
of the Obligated Parties to the effect set forth in clause (a), clause (b), and
clause (c) following with the same effect as the

CREDIT AGREEMENT - Page 51

<PAGE>

delivery to the Administrative Agent and the Lenders of a certificate signed by
a Responsible Officer of each of the Obligated Parties, dated the date of such
extension of credit, stating that:

                  (a)      the representations and warranties contained in this
         Agreement and the other Loan Documents are correct in all material
         respects on and as of the date of such extension of credit as though
         made on and as of such date, other than any such representation or
         warranty which relates to a specified prior date and except to the
         extent the Administrative Agent and the Lenders have been notified in
         writing by the Obligated Parties that any representation or warranty is
         not correct and the Majority Lenders have explicitly waived in writing
         compliance with such representation or warranty;

                  (b)      no event has occurred and is continuing, or would
         result from such extension of credit, which constitutes a Default or an
         Event of Default;

                  (c)      no event has occurred and is continuing, or would
         result from such extension of credit, which has had or would reasonably
         be expected to have a Material Adverse Effect; and

                  (d)      The Administrative Agent shall have received
         satisfactory evidence that, except for Permitted Liens, the
         Administrative Agent has a valid, exclusive, and perfected first
         priority security interest, lien, collateral assignment, and pledge as
         of such date in all Collateral as security for the Obligations, to the
         extent any such Liens may be perfected under the UCC (but excluding any
         Liens perfected solely by possession, but only to the extent the
         Administrative Agent has not requested possession of such Collateral),
         in each case in form and substance satisfactory to the Administrative
         Agent; provided that upon the Administrative Agent's request, the
         Obligated Parties shall provide any additional agreement, document,
         instrument, certificate, or other item relating to any other Collateral
         as may be required for perfection under any Requirement of Law.

Except as provided by Section 11.1(d), no Borrowing (other than Agent Advances)
or issuance of any Letter of Credit shall exceed the Availability, provided,
however, that the foregoing conditions precedent are not conditions to the
requirement for each Lender participating in or reimbursing the Bank or the
Administrative Agent for such Lenders' Pro Rata Share of any Non-Ratable Loan or
Agent Advance made in accordance with the provisions of Section 1.2(i) or
Section 1.2(j).

                                   ARTICLE 9

                               DEFAULT; REMEDIES

         Section 9.1       Events of Default. It shall constitute an event of
default ("Event of Default") if any one or more of the following shall occur for
any reason:

                  (a)      any failure by the Borrowers to pay the principal of
         or interest or premium on any of the Obligations or any fee or other
         amount owing hereunder when due, whether upon demand or otherwise;
         provided that, with respect to (i) any demand pursuant to Section 3.1
         resulting from the Aggregate Revolver Outstandings exceeding the lesser
         of

CREDIT AGREEMENT - Page 52

<PAGE>

         the Borrowing Base or the Maximum Revolver Amount as a result of
         imposition of any Reserve and (ii) any demand of amounts not
         constituting principal or interest hereunder, any such demand made
         shall constitute a requirement for payment of such amount then due on
         the Business Day following such demand, if such amount is not otherwise
         timely paid;

                  (b)      any representation or warranty made or deemed made by
         any Obligated Party in this Agreement or in any other Loan Document,
         any Financial Statement, or any certificate furnished by any Obligated
         Party at any time to the Administrative Agent or any Lender shall prove
         to be untrue in any material respect as of the date on which made,
         deemed made, or furnished;

                  (c)      any default shall occur in the (i) observance or
         performance of any of the covenants and agreements contained in clauses
         (a), (b), (d), (e), (h), (k), and (l) of Section 5.2, Section 7.2
         (insofar as it requires the preservation of the existence of the
         Obligated Parties), or Section 7.9 through Section 7.28, or Section 2.3
         and Section 2.9 through Section 2.11 of the Security Agreements, (ii)
         observance or performance of any of the covenants and agreements
         contained in clauses (c), (f), (g), (i), (j), and (m) of Section 5.2 or
         Section 5.3 and such default shall continue for three Business Days or
         more, or (iii) observance or performance of any of the other covenants
         or agreements contained in this Agreement other than as referenced in
         Section 9.1(a), Section 9.1(b), and clause (i) and clause (ii)
         preceding, any other Loan Document, or any other agreement entered into
         at any time to which any Obligated Party and the Administrative Agent
         or any Lender are party (including in respect of any Bank Products) and
         such default shall continue for more than ten Business Days after the
         earlier of (A) the date upon which a Responsible Officer knew or should
         have known of such failure or (B) the date upon which written notice
         thereof is given to the Borrower by the Administrative Agent or any
         Lender, or if any such agreement or document shall terminate (other
         than in accordance with its terms or the terms hereof or with the
         written consent of the Administrative Agent and the Majority Lenders)
         or become void or unenforceable without the written consent of the
         Administrative Agent and the Majority Lenders;

                  (d)      any default shall occur with respect to any Debt
         (other than the Obligations) of any Obligated Party in an outstanding
         principal amount which exceeds $3,000,000, or under any agreement or
         instrument under or pursuant to which any such Debt may have been
         issued, created, assumed, or guaranteed by any Obligated Party, and
         such default shall continue for more than the period of grace, if any,
         therein specified, if the effect thereof (with or without the giving of
         notice or further lapse of time or both) is to accelerate or to permit
         the holders of any such Debt to accelerate, the maturity of any such
         Debt, or any such Debt shall be declared due and payable or be required
         to be prepaid prior to the stated maturity thereof;

                  (e)      any Obligated Party shall (i) file a voluntary
         petition in bankruptcy or file a voluntary petition or an answer or
         otherwise commence any action or proceeding seeking reorganization,
         arrangement, or readjustment of its debts or for any other relief under
         the Bankruptcy Code or under any other bankruptcy or insolvency act or
         law, state or federal, now or hereafter existing, or consent to,
         approve of, or acquiesce in, any such

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         petition, action, or proceeding, (ii) apply for or acquiesce in the
         appointment of a receiver, assignee, liquidator, sequestrator,
         custodian, monitor, trustee, or similar officer for it or for all or
         any part of its property, (iii) make an assignment for the benefit of
         its creditors, or (iv) be unable generally to pay its debts as they
         become due;

                  (f)      an involuntary petition or proposal shall be filed or
         an action or proceeding otherwise commenced seeking reorganization,
         arrangement, consolidation, or readjustment of the debts of any
         Obligated Party or for any other relief under the Bankruptcy Code or
         under any other bankruptcy or insolvency act or law, state or federal,
         now or hereafter existing and such petition or proceeding shall not be
         dismissed within 30 days after the filing or commencement thereof or an
         order of relief (or comparable order under any other Requirement of
         Law) against any Obligated Party shall be entered with respect thereto;

                  (g)      a receiver, assignee, liquidator, sequestrator,
         custodian, monitor, trustee, or similar officer for any Obligated Party
         or for all or any material part of its property shall be appointed or a
         warrant of attachment, execution, or similar process shall be issued
         against any part of the property of any Obligated Party;

                  (h)      any Obligated Party shall file a certificate of
         dissolution under any Requirement of Law or shall be liquidated,
         dissolved, or wound-up (except in a transaction allowed under Section
         7.9) or shall commence or have commenced against it any action or
         proceeding for dissolution, winding-up, or liquidation, or shall take
         any corporate action in furtherance thereof (except in connection with
         a transaction allowed under Section 7.9);

                  (i)      all or any material part of the property of any
         Obligated Party shall be nationalized, expropriated, condemned, seized,
         or otherwise appropriated, or custody or control of such property or of
         any Obligated Party shall be assumed by any Governmental Authority or
         any court of competent jurisdiction at the instance of any Governmental
         Authority, except where contested in good faith by proper proceedings
         diligently pursued where a stay of enforcement is in effect;

                  (j)      any Loan Document, including any Guaranty Agreement,
         shall be terminated, revoked, or declared void or invalid or
         unenforceable or challenged by any Obligated Party or any other party
         thereto (other than in accordance with its terms or the terms hereof or
         with the written consent of the Administrative Agent and the Majority
         Lenders);

                  (k)      one or more judgments, orders, decrees, or
         arbitration awards is entered against any Obligated Party involving
         liability in the aggregate for any or all of the Obligated Parties (to
         the extent not covered by independent third-party insurance or surety
         bond as to which the insurer or surety does not dispute coverage) as to
         any single or related or unrelated series of transactions, incidents,
         or conditions, of $1,000,000 or more, and the same shall remain
         unsatisfied, unvacated, and unstayed pending appeal for a period of 30
         days after the entry thereof;

CREDIT AGREEMENT - Page 54

<PAGE>

                  (l)      any loss, theft, damage, or destruction of any item
         or items of Collateral or other property of any Obligated Party occurs
         which is not adequately covered by insurance and could reasonably be
         expected to cause a Material Adverse Effect;

                  (m)      there is filed against any Obligated Party any
         action, suit, or proceeding under any federal or state racketeering
         statute (including the Racketeer Influenced and Corrupt Organization
         Act of 1970), which action, suit, or proceeding (i) is not dismissed
         within 120 days and (ii) could reasonably be expected to result in the
         confiscation or forfeiture of any material portion of the Collateral;

                  (n)      for any reason other than the failure of the
         Administrative Agent to take any action available to it to maintain
         perfection of the Agent's Liens pursuant to the Loan Documents, any
         Loan Document ceases to be in full force and effect (other than in
         accordance with its terms or the terms hereof or with the written
         consent of the Administrative Agent and the Majority Lenders) or any
         Lien with respect to any material portion of the Collateral intended to
         be secured thereby ceases to be, or is not, valid, perfected, and prior
         to all other Liens (other than Permitted Liens which are expressly
         permitted to have priority over the Agent's Liens) or is terminated,
         revoked, or declared void (other than in accordance with its terms or
         the terms hereof or with the written consent of the Administrative
         Agent and the Majority Lenders);

                  (o)      (i) an ERISA Event shall occur with respect to a
         Pension Plan or Multi-employer Plan which has resulted in, or could
         reasonably be expected to result in, liability of any Obligated Party
         under Title IV of ERISA to the Pension Plan, Multi-employer Plan, or
         the PBGC in an aggregate amount in excess of $1,000,000; (ii) the
         aggregate amount of Unfunded Pension Liability among all Pension Plans
         at any time exceeds $1,000,000; or (iii) any Obligated Party or any
         ERISA Affiliate shall fail to pay when due, after the expiration of any
         applicable grace period, any installment payment with respect to its
         withdrawal liability under Section 4201 of ERISA under a Multi-employer
         Plan in an aggregate amount in excess of $1,000,000;

                  (p)      there occurs a Change of Control; or

                  (q)      there occurs an event having a Material Adverse
         Effect.

         Section 9.2       Remedies.

                  (a)      If a Default or an Event of Default exists, the
         Administrative Agent may, in its discretion, and shall, at the
         direction of the Majority Lenders, do one or more of the following at
         any time or times and in any order, without notice to or demand on any
         Obligated Party: (i) reduce the Maximum Revolver Amount, or the advance
         rates against Eligible Accounts and/or Eligible Inventory used in
         computing the Borrowing Base, or reduce or increase one or more of the
         other elements used in computing the Borrowing Base; (ii) restrict the
         amount of or refuse to make Revolving Loans; and (iii) restrict or
         refuse to provide Letters of Credit. If an Event of Default exists, the
         Administrative Agent shall, at the direction of the Majority Lenders,
         do one or more of the following, in addition to the actions described
         in the preceding sentence, at any time or times and in

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<PAGE>

         any order, without notice to or demand on any Obligated Party: (A)
         terminate the Commitments and the obligation of the Lenders to make
         Revolving Loans under this Agreement; (B) declare any or all of the
         Obligations to be immediately due and payable; provided, however, that
         upon the occurrence of any Event of Default described in Section
         9.1(e), Section 9.1(f), Section 9.1(g), or Section 9.1(h), the
         Commitments shall automatically and immediately expire and all
         Obligations shall automatically become immediately due and payable
         without notice or demand of any kind; (C) require the Obligated Parties
         to cash collateralize all Obligations outstanding with respect to
         Letters of Credit; and (D) pursue its other rights and remedies under
         the Loan Documents and applicable law.

                  (b)      If an Event of Default has occurred and is
         continuing: (i) the Administrative Agent shall have, for the benefit of
         the Administrative Agent and the Lenders, in addition to all other
         rights of the Administrative Agent and the Lenders, the rights and
         remedies of a secured party under the Loan Documents and the UCC; (ii)
         the Administrative Agent may, at any time, take possession of the
         Collateral and keep it on any Obligated Party's premises, at no cost to
         the Administrative Agent or any Lender, or remove any part of the
         Collateral to such other place or places as the Administrative Agent
         may desire, or any Obligated Party shall, upon the Administrative
         Agent's demand, at such Obligated Party's cost, assemble the Collateral
         and make it available to the Administrative Agent at a place reasonably
         convenient to the Administrative Agent; and (iii) the Administrative
         Agent may sell and deliver any Collateral at public or private sales,
         for cash, upon credit, or otherwise, at such prices and upon such terms
         as the Administrative Agent deems advisable, in its sole discretion,
         and may, if the Administrative Agent deems it reasonable, postpone or
         adjourn any sale of the Collateral by an announcement at the time and
         place of sale or of such postponed or adjourned sale without giving a
         new notice of sale. Without in any way requiring notice to be given in
         the following manner, each Obligated Party agrees that any notice by
         the Administrative Agent of sale, disposition, or other intended action
         hereunder or in connection herewith, whether required by the UCC or
         otherwise, shall constitute reasonable notice to the Obligated Parties
         if such notice is mailed by registered or certified mail, return
         receipt requested, postage prepaid, or is delivered personally against
         receipt, at least ten days prior to such action to the Obligated
         Parties' address specified in or pursuant to Section 13.8. If any
         Collateral is sold on terms other than payment in full at the time of
         sale, no credit shall be given against the Obligations until the
         Administrative Agent or the Lenders receive payment, and if the buyer
         defaults in payment, the Administrative Agent may resell the Collateral
         without further notice to any Obligated Party. In the event the
         Administrative Agent seeks to take possession of all or any portion of
         the Collateral by judicial process, each Obligated Party irrevocably
         waives: (A) the posting of any bond, surety, or security with respect
         thereto which might otherwise be required; (B) any demand for
         possession prior to the commencement of any suit or action to recover
         the Collateral; and (C) any requirement that the Administrative Agent
         retain possession and not dispose of any Collateral until after trial
         or final judgment. Each Obligated Party agrees that the Administrative
         Agent has no obligation to preserve rights to the Collateral or marshal
         any Collateral for the benefit of any Person. The Administrative Agent
         is hereby granted a license or other right to use, without charge, each
         Obligated Party's labels, patents, copyrights, name, trade secrets,
         trade names, trademarks, and advertising

CREDIT AGREEMENT - Page 56

<PAGE>

         matter, or any similar property, in completing production of,
         advertising, or selling any Collateral, and each Obligated Party's
         rights under all licenses and all franchise agreements shall inure to
         the Administrative Agent's benefit for such purpose. The proceeds of
         sale shall be applied first to all expenses of sale, including Attorney
         Costs, and then to the Obligations. The Administrative Agent will
         return any excess to the Obligated Parties and the Obligated Parties
         shall remain liable for any deficiency.

                  (c)      If an Event of Default occurs and is continuing, each
         Obligated Party hereby waives all rights to notice and hearing prior to
         the exercise by the Administrative Agent of the Administrative Agent's
         rights to repossess the Collateral without judicial process or to
         replevy, attach, or levy upon the Collateral without notice or hearing.

                                   ARTICLE 10

                              TERM AND TERMINATION

         Section 10.1      Term and Termination. The term of this Agreement
shall end on the Stated Termination Date unless sooner terminated in accordance
with the terms hereof. The Administrative Agent upon direction from the Majority
Lenders may terminate this Agreement, without notice to the Obligated Parties,
during the existence of an Event of Default. Upon the effective date of
termination of this Agreement for any reason whatsoever, all Obligations
(including all unpaid principal, accrued and unpaid interest, and any early
termination or prepayment fees or penalties but excluding indemnification
obligations to the extent no claim with respect thereto has been asserted and
remains unsatisfied) shall become immediately due and payable and the Borrowers
shall immediately arrange for the cancellation and return of all Letters of
Credit then outstanding or presentation to the Administrative Agent of a
Supporting Cash Deposit or, if permitted by the Administrative Agent in its
discretion, a Supporting Letter of Credit, each as specified in Section 1.3(g).
Notwithstanding the termination of this Agreement, until all Obligations are
indefeasibly paid and performed in full, the Obligated Parties shall remain
bound by the terms of this Agreement and the other Loan Documents and shall not
be relieved of any of their Obligations hereunder or under any other Loan
Document, and the Administrative Agent and the Lenders shall retain all their
rights and remedies hereunder and under the other Loan Documents (including,
without limitation, the Agent's Liens in and all rights and remedies with
respect to all then existing and after-arising Collateral).

                                   ARTICLE 11

          AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

         Section 11.1      Amendments and Waivers.

                  (a)      No amendment or waiver of any provision of this
         Agreement or any other Loan Document, and no consent with respect to
         any departure by any Obligated Party therefrom, shall be effective
         unless the same shall be in writing and signed by the Majority Lenders
         (or by the Administrative Agent at the written request of the Majority
         Lenders) and the Obligated Parties and acknowledged by the
         Administrative Agent, and

CREDIT AGREEMENT - Page 57

<PAGE>

         then any such waiver or consent shall be effective only in the specific
         instance and for the specific purpose for which given.

                  (b)      No waiver, amendment, or consent shall, unless in
         writing and signed by all of the Lenders and the Obligated Parties and
         acknowledged by the Administrative Agent, do any of the following:

                           (i)      increase (other than pursuant to an
                  assignment under Section 11.2) or extend the Commitment of any
                  Lender or amend the second sentence of Section 1.2(a);

                           (ii)     postpone or delay any date fixed by this
                  Agreement or any other Loan Document for any payment of
                  principal, interest, fees (other than fees payable to the
                  Administrative Agent solely for the Administrative Agent's
                  benefit), or other amounts due to the Lenders (or any of them)
                  hereunder or under any other Loan Document;

                           (iii)    reduce the principal of, or the rate of
                  interest specified herein on any Loan, or any fees or other
                  amounts payable hereunder or under any other Loan Document;

                           (iv)     change the percentage of the Commitments or
                  of the aggregate unpaid principal amount of the Revolving
                  Loans which is required for the Lenders or any of them to take
                  any action hereunder;

                           (v)      increase any of the percentages set forth in
                  the definition of the Borrowing Base;

                           (vi)     amend this Section 11.1 or any provision of
                  this Agreement providing for consent or other action by all of
                  the Lenders;

                           (vii)    release Collateral other than as permitted
                  by Section 12.11;

                           (viii)   change the definition of Eligible Accounts,
                  Eligible Inventory, Majority Lenders, or Required Lenders;

                           (ix)     increase the advance rates specified in the
                  definition of Borrowing Base or the Maximum Inventory Loan
                  Amount; or

                           (x)      increase the Maximum Revolver Amount or the
                  Letter of Credit Subfacility.

                  (c)      No waiver, amendment, or consent shall, unless in
         writing and signed by the Required Lenders and the Obligated Parties
         and acknowledged by the Administrative Agent, amend any provision of
         Section 1.2(j), other than an amendment to the percentage of Lenders
         required to revoke the Administrative Agent's authorization to make
         Agent Advances which revocation shall not require the signature of any
         of the Obligated Parties.

CREDIT AGREEMENT - Page 58

<PAGE>

                  (d)      Notwithstanding the foregoing, (i) the Administrative
         Agent may, in its sole discretion and notwithstanding the limitations
         contained in Section 11.1(b)(v) and Section 11.1(b)(ix) and any other
         terms of this Agreement, make Non-Ratable Loans in accordance with
         Section 1.2(i) and make Agent Advances in accordance with Section
         1.2(j), and no amendment, waiver, or consent shall, unless in writing
         and signed by the Administrative Agent, affect the rights or duties of
         the Administrative Agent under this Agreement or any other Loan
         Document and (ii) Schedule A-1 may be amended from time to time by the
         Administrative Agent alone to reflect assignments of Commitments in
         accordance herewith.

                  (e)      If any fees are paid to the Lenders as consideration
         for amendments, waivers, or consents with respect to this Agreement, at
         the Administrative Agent's election, such fees may be paid only to
         those Lenders that agree to such amendments, waivers, or consents
         within the time specified for submission thereof.

                  (f)      If, in connection with any proposed amendment,
         waiver, or consent (a "Proposed Change"):

                           (i)      requiring the consent of all of the Lenders,
                  the consent of the Required Lenders is obtained but the
                  consent of the other Lenders is not obtained (any such Lender
                  whose consent is not obtained as described in this clause (i)
                  being referred to as a "Non-Consenting Lender"), or

                           (ii)     requiring the consent of the Required
                  Lenders, the consent of the Majority Lenders is obtained but
                  the consent of the other Lenders is not obtained,

         then, so long as the Administrative Agent is not a Non-Consenting
         Lender, at the Obligated Parties' request the Administrative Agent
         (in its individual capacity as a Lender) or an Eligible Assignee
         (with the Administrative Agent's approval) shall have the right (but
         not the obligation) to purchase from each Non-Consenting Lender, and
         each Non-Consenting Lender agrees that it shall sell, such
         Non-Consenting Lender's Commitments for an amount equal to the
         principal balances thereof and all accrued interest and fees with
         respect thereto through the date of sale pursuant to an Assignment
         and Acceptance, without premium or discount.

         Section 11.2      Assignments; Participations.

                  (a)      Any Lender may, with the written consent of the
         Administrative Agent (which consent shall not be unreasonably withheld)
         and if no Default or Event of Default exists with the written consent
         of the Borrowers (which consent shall not be unreasonably withheld),
         assign and delegate to one or more Eligible Assignees (provided that no
         consent of the Administrative Agent or the Borrowers shall be required
         in connection with any assignment and delegation by a Lender to an
         Affiliate of such Lender or to another Lender) (each an "Assignee")
         all, or any ratable part of all, of the Revolving Loans, the
         Commitments, and the other rights and obligations of such Lender
         hereunder, in a minimum amount of $10,000,000 and integral amounts of
         $5,000,000 in excess thereof or all of such assigning Lender's
         Revolving Loans and Commitment (provided

CREDIT AGREEMENT - Page 59

<PAGE>

         that, unless an assignor Lender has assigned and delegated all of its
         Revolving Loans and Commitment, no such assignment and/or delegation
         shall be permitted unless, after giving effect thereto, such assignor
         Lender retains a Commitment in a minimum amount of $10,000,000);
         provided, however, that the Obligated Parties and the Administrative
         Agent may continue to deal solely and directly with such Lender in
         connection with the interest so assigned to an Assignee until (i)
         written notice of such assignment, together with payment instructions,
         addresses, and related information with respect to the Assignee, shall
         have been given to the Obligated Parties and the Administrative Agent
         by such Lender and the Assignee; (ii) such Lender and its Assignee
         shall have delivered to the Obligated Parties and the Administrative
         Agent an Assignment and Acceptance substantially in the form of Exhibit
         F (an "Assignment and Acceptance") together with any Revolving Loan
         Note subject to such assignment, and (iii) the assignor Lender or
         Assignee has paid to the Administrative Agent a processing fee in the
         amount of $5,000 (provided that the Administrative Agent may, in its
         discretion, waive such fee in connection with the initial syndication
         of the Commitments). The Borrowers agree to promptly execute and
         deliver new or replacement Revolving Loan Notes in exchange for
         existing Revolving Loan Notes as reasonably requested by the
         Administrative Agent to evidence assignments of the Revolving Loans and
         Commitments in accordance herewith.

                  (b)      From and after the date that the Administrative Agent
         notifies the assignor Lender that it has received an executed
         Assignment and Acceptance and payment of the above-referenced
         processing fee, (i) the Assignee thereunder shall be a party hereto
         and, to the extent that rights and obligations, including, but not
         limited to, the obligation to participate in Letters of Credit have
         been assigned to it pursuant to such Assignment and Acceptance, shall
         have the rights and obligations of a Lender under the Loan Documents,
         and (ii) the assignor Lender shall, to the extent that rights and
         obligations hereunder and under the other Loan Documents have been
         assigned by it pursuant to such Assignment and Acceptance, relinquish
         its rights and 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).

                  (c)      By executing and delivering an Assignment and
         Acceptance, the assigning Lender thereunder and the Assignee thereunder
         confirm to and agree with each other and the other parties hereto as
         follows: (i) other than as provided in such Assignment and Acceptance,
         such assigning Lender 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 the
         execution, legality, validity, enforceability, genuineness,
         sufficiency, or value of this Agreement or any other Loan Document
         furnished pursuant hereto or the attachment, perfection, or priority of
         any Lien granted by the Obligated Parties to the Administrative Agent
         or any Lender in the Collateral; (ii) such assigning Lender makes no
         representation or warranty and assumes no responsibility with respect
         to the financial condition of the Obligated Parties or the performance
         or observance by the Obligated Parties of any of their respective
         obligations under this Agreement or any other Loan Document furnished
         pursuant hereto; (iii) such Assignee confirms that it has received a
         copy of this Agreement, together with such other documents and
         information as it has deemed appropriate to make its own credit
         analysis

CREDIT AGREEMENT - Page 60

<PAGE>

         and decision to enter into such Assignment and Acceptance; (iv) such
         Assignee will, independently and without reliance upon the
         Administrative Agent, such assigning Lender, 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; (v) such Assignee appoints and
         authorizes the Administrative Agent to take such action as agent on its
         behalf and to exercise such powers under this Agreement as are
         delegated to the Administrative Agent by the terms hereof, together
         with such powers, including the discretionary rights and incidental
         power, as are reasonably incidental thereto; and (vi) such Assignee
         agrees that it will perform in accordance with their terms all of the
         obligations which by the terms of this Agreement are required to be
         performed by it as a Lender.

                  (d)      Immediately upon satisfaction of the requirements of
         Section 11.2(a), this Agreement shall be deemed to be amended to the
         extent, but only to the extent, necessary to reflect the addition of
         the Assignee and the resulting adjustment of the Commitments arising
         therefrom. The Commitment allocated to each Assignee shall reduce such
         Commitments of the assigning Lender pro tanto.

                  (e)      Any Lender may at any time sell to one or more
         Participants participating interests in any Revolving Loans, the
         Commitment of that Lender, and the other interests of that Lender (the
         "Originating Lender") hereunder and under the other Loan Documents;
         provided, however, that (i) the Originating Lender's obligations under
         this Agreement shall remain unchanged, (ii) the Originating Lender
         shall remain solely responsible for the performance of such
         obligations, (iii) the Obligated Parties and the Administrative Agent
         shall continue to deal solely and directly with the Originating Lender
         in connection with the Originating Lender's rights and obligations
         under this Agreement and the other Loan Documents, and (iv) no Lender
         shall transfer or grant any participating interest under which the
         Participant has rights to approve any amendment to, or any consent or
         waiver with respect to, this Agreement or any other Loan Document
         except the matters set forth in Section 11.1(b)(i), Section
         11.1(b)(ii), and Section 11.1(b)(iii), and (v) all amounts payable by
         the Borrowers hereunder shall be determined as if such Lender had not
         sold such participation, except that, if amounts outstanding under this
         Agreement are due and unpaid, or shall have been declared or shall have
         become due and payable upon the occurrence of an Event of Default, each
         Participant shall be deemed to have the right of setoff in respect of
         its participating interest in amounts owing under this Agreement to the
         same extent and subject to the same limitation as if the amount of its
         participating interest were owing directly to it as a Lender under this
         Agreement.

                  (f)      Notwithstanding any other provision in this
         Agreement, any Lender may at any time create a security interest in, or
         pledge, all or any portion of its rights under and interest in this
         Agreement in favor of any Federal Reserve Bank in accordance with
         Regulation A of the Federal Reserve Board or U.S. Treasury Regulation
         31 CFR ss.203.14, and such Federal Reserve Bank may enforce such pledge
         or security interest in any manner permitted under applicable law.

CREDIT AGREEMENT - Page 61

<PAGE>

                                   ARTICLE 12

                            THE ADMINISTRATIVE AGENT

         Section 12.1      Appointment and Authorization. Each Lender hereby
designates and appoints the Bank (acting in its capacity as the Administrative
Agent) as its agent under this Agreement and the other Loan Documents and each
Lender hereby irrevocably authorizes the Administrative Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto. The
Administrative Agent agrees to act as such on the express conditions contained
in this Article 12. The provisions of this Article 12 are solely for the benefit
of the Administrative Agent and the Lenders, and the Obligated Parties shall
have no rights of a third party beneficiary of any of the provisions contained
herein. Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Loan Document, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
nor shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations, or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" in this Agreement with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties. Except as expressly otherwise provided in this Agreement,
the Administrative Agent shall have and may use its sole discretion with respect
to exercising or refraining from exercising any discretionary rights or taking
or refraining from taking any actions which the Administrative Agent is
expressly entitled to take or assert under this Agreement and the other Loan
Documents, including (a) the determination of the applicability of ineligibility
criteria with respect to the calculation of the Borrowing Base, (b) the making
of Agent Advances pursuant to Section 1.2(j), and (c) the exercise of remedies
pursuant to Section 9.2, and any action so taken or not taken shall be deemed
consented to by the Lenders.

         Section 12.2      Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees, or attorneys-in-fact and shall be entitled to advice
of counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects as long as such selection was made without
gross negligence or willful misconduct.

         Section 12.3      Liability of the Administrative Agent. None of the
Agent-Related Persons shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (b) be responsible in any manner to any of
the Lenders for any recital, statement, representation, or warranty made by any
Obligated Party or Affiliate of any Obligated Party, or any officer thereof,
contained in this

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

         Section 12.4      Reliance by the Administrative Agent. The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex, or telephone message, statement, or other
document or conversation believed by the Administrative Agent to be genuine and
correct and to have been signed, sent, or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including, without limitation,
counsel to any Obligated Party), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Majority Lenders as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
or any other Loan Document in accordance with a request or consent of the
Majority Lenders (or such other percentage of Lenders if so required by Section
11.1) and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of the Lenders.

         Section 12.5     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, unless the Administrative Agent shall have received written notice
from an Obligated Party referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Majority Lenders in accordance with
Article 9; provided, however, that unless and until the Administrative Agent has
received any such request, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable.

         Section 12.6      Credit Decision. Each Lender acknowledges that none
of the Agent-Related Persons has made any representation or warranty to it, and
that no act by the Administrative Agent hereinafter taken, including any review
of the affairs of the Obligated Parties and their Affiliates, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any
Lender. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition, and

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creditworthiness of the Obligated Parties and their Affiliates, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Borrowers. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals, and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition, and
creditworthiness of the Obligated Parties. Except for notices, reports, and
other documents expressly herein required to be furnished to the Lenders by the
Administrative Agent, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition, or creditworthiness of any Obligated Party which may come into the
possession of any of the Agent-Related Persons.

         Section 12.7      Indemnification. WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL UPON DEMAND INDEMNIFY THE
AGENT-RELATED PERSONS (TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF THE
OBLIGATED PARTIES AND WITHOUT LIMITING THE OBLIGATION OF THE OBLIGATED PARTIES
TO DO SO), IN ACCORDANCE WITH THEIR PRO RATA SHARES, FROM AND AGAINST ANY AND
ALL INDEMNIFIED LIABILITIES; PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE
FOR THE PAYMENT TO THE AGENT-RELATED PERSONS OF ANY PORTION OF SUCH INDEMNIFIED
LIABILITIES (AS DEFINED HEREIN) TO THE EXTENT IT ARISES FROM SUCH PERSON'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its Pro Rata
Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment, or enforcement (whether
through negotiations, legal proceedings, or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrowers. The undertaking in this Section shall survive the
payment of all Obligations hereunder and the resignation or replacement of the
Administrative Agent.

         Section 12.8      The Administrative Agent in Individual Capacity. The
Bank and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in, and generally
engage in any kind of banking, trust, financial advisory, underwriting, or other
business with any Obligated Party and its Affiliates as though the Bank were not
the Administrative Agent hereunder and without notice to or consent of the
Lenders. The Bank or its Affiliates may receive information regarding any
Obligated Party or its Affiliates and Account Debtors (including information
that may be subject to confidentiality obligations in favor of any such
Obligated Party or Affiliate), and the Lenders acknowledge that the
Administrative Agent and the Bank shall be under no obligation to provide such
information to the Lenders. With respect to its Revolving Loans, the Bank as a
Lender shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as

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though it were not the Administrative Agent, and the terms "Lender" and
"Lenders" include the Bank in its individual capacity.

         Section 12.9      Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon at least 30 days prior notice to
the Lenders and the Obligated Parties, such resignation to be effective upon the
acceptance of a successor agent to its appointment as the Administrative Agent.
In the event the Bank sells all of its Commitments and Revolving Loans as part
of a sale, transfer, or other disposition by the Bank of substantially all of
its loan portfolio, the Bank shall resign as the Administrative Agent and such
purchaser or transferee shall become the successor Administrative Agent
hereunder. Subject to the foregoing, if the Administrative Agent resigns (the
"resigning Administrative Agent") under this Agreement, the Majority Lenders
shall appoint from among the Lenders a successor agent for the Lenders (the
"successor Administrative Agent"). If no successor Administrative Agent is
appointed prior to the effective date of the resignation of the resigning
Administrative Agent, the resigning Administrative Agent may appoint, after
consulting with the Lenders and the Obligated Parties, a successor
Administrative Agent from among the Lenders. Upon the acceptance of its
appointment as the successor Administrative Agent, the successor Administrative
Agent shall succeed to all the rights, powers, and duties of the resigning
Administrative Agent and the term "Administrative Agent" shall mean the
successor Administrative Agent and the resigning Administrative Agent's
appointment, powers, and duties as the Administrative Agent shall be terminated.
After any resigning Administrative Agent's resignation hereunder as the
Administrative Agent, the provisions of this Article 12 shall continue to inure
to its benefit as to any actions taken or omitted to be taken by it while it was
the Administrative Agent under this Agreement.

         Section 12.10     Withholding Tax.

                  (a)      If any Lender is a "foreign corporation, partnership,
         or trust" within the meaning of the Code and such Lender claims
         exemption from, or a reduction of, U.S. withholding tax under Sections
         1441 or 1442 of the Code, such Lender agrees with and in favor of the
         Administrative Agent, to deliver to the Administrative Agent and the
         Parent:

                           (i)      if such Lender claims an exemption from, or
                  a reduction of, withholding tax under a U.S. tax treaty, two
                  properly completed and executed IRS Forms W-8BEN and W-8ECI
                  before the payment of any interest in the first calendar year
                  and before the payment of any interest in each third
                  succeeding calendar year during which interest may be paid
                  under this Agreement;

                           (ii)     if such Lender claims that interest paid
                  under this Agreement is exempt from U.S. withholding tax
                  because it is effectively connected with a U.S. trade or
                  business of such Lender, two properly completed and executed
                  copies of IRS Form W-8ECI before the payment of any interest
                  is due in the first taxable year of such Lender and in each
                  succeeding taxable year of such Lender during which interest
                  may be paid under this Agreement, and IRS Form W-9; and

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                           (iii)    such other form or forms as may be required
                  under the Code or other laws of the U.S. as a condition to
                  exemption from, or reduction of, U.S. withholding tax.

         Such Lender agrees to promptly notify the Administrative Agent and the
         Parent of any change in circumstances which would modify or render
         invalid any claimed exemption or reduction.

                  (b)      If any Lender claims exemption from, or reduction of,
         withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN
         and such Lender sells, assigns, grants a participation in, or otherwise
         transfers all or part of the Obligations owing to such Lender, such
         Lender agrees to notify the Administrative Agent and the Parent of the
         percentage amount in which it is no longer the beneficial owner of
         Obligations owing to such Lender. To the extent of such percentage
         amount, the Administrative Agent and the Parent will treat such
         Lender's IRS Form W-8BEN as no longer valid.

                  (c)      If any Lender claiming exemption from U.S.
         withholding tax by filing IRS Form W-8ECI with the Administrative Agent
         sells, assigns, grants a participation in, or otherwise transfers all
         or part of the Obligations owing to such Lender, such Lender agrees to
         undertake sole responsibility for complying with the withholding tax
         requirements imposed by Sections 1441 and 1442 of the Code.

                  (d)      If any Lender is entitled to a reduction in the
         applicable withholding tax, the Administrative Agent or any Borrower
         may withhold from any interest payment to such Lender an amount
         equivalent to the applicable withholding tax after taking into account
         such reduction. If the forms or other documentation required by clause
         (a) preceding are not delivered to the Administrative Agent and the
         Parent, then the Administrative Agent or any Borrower may withhold from
         any interest payment to such Lender not providing such forms or other
         documentation an amount equivalent to the applicable withholding tax.

                  (e)      If the IRS or any other Governmental Authority of the
         U.S. or other jurisdiction asserts a claim that the Administrative
         Agent or any Borrower did not properly withhold tax from amounts paid
         to or for the account of any Lender (because the appropriate form was
         not delivered, was not properly executed, or because such Lender failed
         to notify the Administrative Agent or any Borrower of a change in
         circumstances which rendered the exemption from, or reduction of,
         withholding tax ineffective, or for any other reason) such Lender shall
         indemnify each of the Administrative Agent and any Borrower fully for
         all amounts paid, directly or indirectly, by either of them as tax or
         otherwise, including penalties and interest, and including any taxes
         imposed by any jurisdiction on the amounts payable to either the
         Administrative Agent or the Borrowers under this Section 12.10,
         together with all costs and expenses (including Attorney Costs). The
         obligation of the Lenders under this clause (e) shall survive the
         payment of all Obligations and the resignation or replacement of the
         Administrative Agent.

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         Section 12.11     Collateral Matters.

                  (a)      The Lenders hereby irrevocably authorize the
         Administrative Agent to release any Guarantor as provided in Section
         7.9(f), and to release any Agent's Liens upon any Collateral (i) upon
         the termination of the Commitments and payment and satisfaction in full
         of all Revolving Loans and reimbursement obligations in respect of
         Letters of Credit, and the termination or collateralization as provided
         in Section 1.3(g) of all outstanding Letters of Credit (whether or not
         any of such obligations are due) and all other Obligations, (ii)
         constituting property being sold or disposed of if the Obligated Party
         disposing of such property certifies to the Administrative Agent that
         the sale or disposition is made in compliance with Section 7.9 (and the
         Administrative Agent may rely conclusively on any such certificate,
         without further inquiry), (iii) constituting property in which no
         Obligated Party owned any interest at the time the Lien was granted or
         at any time thereafter, or (iv) constituting property leased to an
         Obligated Party under a lease which has expired or been terminated in a
         transaction permitted under this Agreement. Except as provided above,
         the Administrative Agent will not release any Guarantor or any of the
         Agent's Liens without the prior written authorization of the Lenders;
         provided that the Administrative Agent may, in its discretion, release
         the Agent's Liens on Collateral valued in the aggregate not in excess
         of $2,000,000 during each Fiscal Year without the prior written
         authorization of the Lenders and the Administrative Agent may release
         the Agent's Liens on Collateral valued in the aggregate not in excess
         of $5,000,000 during each Fiscal Year with the prior written
         authorization of the Majority Lenders. Upon request by the
         Administrative Agent or the Obligated Parties at any time, the Lenders
         will confirm in writing the Administrative Agent's authority to release
         any Guarantor and any of the Agent's Liens upon particular types or
         items of Collateral pursuant to this Section 12.11.

                  (b)      Upon receipt by the Administrative Agent of any
         authorization required pursuant to Section 12.11(a) from the Lenders or
         the Majority Lenders, as applicable, of the Administrative Agent's
         authority to release any Agent's Liens upon particular types or items
         of Collateral, and upon at least five Business Days prior written
         request by the Obligated Parties, the Administrative Agent shall (and
         is hereby irrevocably authorized by the Lenders to) execute such
         documents as may be necessary to evidence the release of the Agent's
         Liens upon such Collateral; provided, however, that (i) the
         Administrative Agent shall not be required to execute any such document
         on terms which, in the Administrative Agent's opinion, would expose the
         Administrative Agent to liability or create any obligation or entail
         any consequence other than the release of such Liens without recourse
         or warranty, and (ii) such release shall not in any manner discharge,
         affect, or impair the Obligations or any Liens (other than those
         expressly being released) upon (or obligations of the Obligated Parties
         in respect of) all interests retained by the Obligated Parties,
         including the proceeds of any sale, all of which shall continue to
         constitute part of the Collateral.

                  (c)      The Administrative Agent shall have no obligation
         whatsoever to any of the Lenders to assure that the Collateral exists
         or is owned by the Obligated Parties or is cared for, protected, or
         insured or has been encumbered, or that the Agent's Liens have been
         properly or sufficiently or lawfully created, perfected, protected, or
         enforced or are

CREDIT AGREEMENT - Page 67

<PAGE>

         entitled to any particular priority, or to exercise at all or in any
         particular manner or under any duty of care, disclosure, or fidelity,
         or to continue exercising, any of the rights, authorities, and powers
         granted or available to the Administrative Agent pursuant to any of the
         Loan Documents, it being understood and agreed that in respect of the
         Collateral, or any act, omission, or event related thereto, the
         Administrative Agent may act in any manner it may deem appropriate, in
         its sole discretion given the Administrative Agent's own interest in
         the Collateral in its capacity as one of the Lenders and that the
         Administrative Agent shall have no other duty or liability whatsoever
         to any Lender as to any of the foregoing.

         Section 12.12     Restrictions on Actions by the Lenders; Sharing of
Payments.

                  (a)      Each of the Lenders agrees that it shall not, without
         the express consent of the Required Lenders, and that it shall, to the
         extent it is lawfully entitled to do so, upon the request of the
         Required Lenders, setoff against the Obligations, any amounts owing by
         such Lender to any Obligated Party or any accounts of any Obligated
         Party now or hereafter maintained with such Lender. Each of the Lenders
         further agrees that it shall not, unless specifically requested to do
         so by the Administrative Agent, take or cause to be taken any action to
         enforce its rights under this Agreement or any other Loan Document or
         against any Obligated Party, including the commencement of any legal or
         equitable proceedings, to foreclose any Lien on, or otherwise enforce
         any security interest in, any of the Collateral.

                  (b)      If at any time or times any Lender shall receive (i)
         by payment, foreclosure, setoff, or otherwise, any proceeds of
         Collateral or any payments with respect to the Obligations owing to
         such Lender arising under, or relating to, this Agreement or the other
         Loan Documents, except for any such proceeds or payments received by
         such Lender from the Administrative Agent pursuant to the terms of this
         Agreement, or (ii) payments from the Administrative Agent in excess of
         such Lender's ratable portion of all such distributions by the
         Administrative Agent, such Lender shall promptly (1) turn the same over
         to the Administrative Agent, in kind, and with such endorsements as may
         be required to negotiate the same to the Administrative Agent, or in
         same day funds, as applicable, for the account of all of the Lenders
         and for application to the Obligations in accordance with the
         applicable provisions of this Agreement, or (2) purchase, without
         recourse or warranty, an undivided interest and participation in the
         Obligations owed to the other Lenders so that such excess payment
         received shall be applied ratably as among the Lenders in accordance
         with their Pro Rata Shares; provided, however, that if all or part of
         such excess payment received by the purchasing party is thereafter
         recovered from it, those purchases of participations shall be -------
         rescinded in whole or in part, as applicable, and the applicable
         portion of the purchase price paid therefor shall be returned to such
         purchasing party, but without interest except to the extent that such
         purchasing party is required to pay interest in connection with the
         recovery of the excess payment.

         Section 12.13     Agency for Perfection. Each Lender hereby appoints
each other Lender as agent for the purpose of perfecting Liens, for the benefit
of the Administrative Agent and the Lenders, in assets which, in accordance with
Article 9 of the UCC or any other Requirement of Law can be perfected only by
possession. Should any Lender (other than the Administrative

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Agent) obtain possession of any such Collateral, such Lender shall notify the
Administrative Agent thereof, and, promptly upon the Administrative Agent's
request therefor shall deliver such Collateral to the Administrative Agent or
otherwise deal with such Collateral in accordance with the Administrative
Agent's instructions.

         Section 12.14     Payments by the Administrative Agent to the Lenders.
All payments to be made by the Administrative Agent to the Lenders shall be made
by bank wire transfer or internal transfer of immediately available funds to
each Lender pursuant to transfer instructions delivered in writing to the
Administrative Agent on or prior to the Closing Date (or if such Lender is an
Assignee, delivered with or in the applicable Assignment and Acceptance), or
pursuant to such other transfer instructions as each party may designate for
itself by written notice to the Administrative Agent. Concurrently with each
such payment, the Administrative Agent shall identify whether such payment (or
any portion thereof) represents principal, premium, or interest on the Revolving
Loans or otherwise. Unless the Administrative Agent receives notice from the
Borrowers prior to the date on which any payment is due to the Lenders that the
Borrowers will not make such payment in full as and when required, the
Administrative Agent may assume that the Borrowers have made such payment in
full to the Administrative Agent on such date in immediately available funds and
the Administrative Agent may (but shall not be so required), in reliance upon
such assumption, distribute to each Lender on such due date an amount equal to
the amount then due such Lender. If and to the extent the Borrowers have not
made such payment in full to the Administrative Agent, each Lender shall repay
to the Administrative Agent on demand such amount distributed to such Lender,
together with interest thereon at the Federal Funds Rate for each day from the
date such amount is distributed to such Lender until the date repaid.

         Section 12.15     Settlement.

                  (a)      Each Lender's funded portion of the Revolving Loans
         is intended by the Lenders to be equal at all times to such Lender's
         Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such
         agreement, the Administrative Agent, the Bank, and the Lenders agree
         (which agreement shall not be for the benefit of or enforceable by the
         Obligated Parties) that in order to facilitate the administration of
         this Agreement and the other Loan Documents, settlement among them as
         to the Revolving Loans, including the Non-Ratable Loans and the Agent
         Advances shall take place on a periodic basis in accordance with the
         following provisions:

                           (i)      The Administrative Agent shall request
                  settlement (a "Settlement") with the Lenders on at least a
                  weekly basis, or on a more frequent basis at the
                  Administrative Agent's election, (A) on behalf of the Bank,
                  with respect to each outstanding Non-Ratable Loan, (B) for
                  itself, with respect to each Agent Advance, and (C) with
                  respect to collections received, in each case, by notifying
                  the Lenders of such requested Settlement by telecopy,
                  telephone, e-mail, or other similar form of transmission, of
                  such requested Settlement, no later than 10:00 a.m. (Pasadena,
                  California time) on the date of such requested Settlement (the
                  "Settlement Date"). Each Lender (other than the Bank, in the
                  case of the Non-Ratable Loans, and the Administrative Agent in
                  the case of the Agent Advances) shall transfer the amount of
                  such Lender's Pro Rata Share of the outstanding

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                  principal amount of the Non-Ratable Loans and Agent Advances
                  with respect to which Settlement is requested to the
                  Administrative Agent, to such account of the Administrative
                  Agent as the Administrative Agent may designate, not later
                  than 11:00 a.m. (Pasadena, California time), on the Settlement
                  Date applicable thereto. Settlements may occur during the
                  continuation of a Default or an Event of Default and whether
                  or not the applicable conditions precedent set forth in
                  Article 8 have then been satisfied. Such amounts transferred
                  to the Administrative Agent shall be applied against the
                  amounts of the applicable Non-Ratable Loan or Agent Advance
                  and, together with the portion of such Non-Ratable Loan or
                  Agent Advance representing the Bank's Pro Rata Share thereof,
                  shall constitute Revolving Loans of such Lenders,
                  respectively. If any such amount is not transferred to the
                  Administrative Agent by any Lender on the Settlement Date
                  applicable thereto, the Administrative Agent shall be entitled
                  to recover such amount on demand from such Lender together
                  with interest thereon at the Federal Funds Rate for the first
                  three days from and after the Settlement Date and thereafter
                  at the Interest Rate then applicable to the Base Rate
                  Revolving Loans (Y) on behalf of the Bank, with respect to
                  each outstanding Non-Ratable Loan and (Z) for itself, with
                  respect to each Agent Advance.

                           (ii)     Notwithstanding the foregoing, not more than
                  one Business Day after demand is made by the Administrative
                  Agent (whether before or after the occurrence of a Default or
                  an Event of Default and regardless of whether the
                  Administrative Agent has requested a Settlement with respect
                  to a Non-Ratable Loan or Agent Advance), each other Lender (A)
                  shall irrevocably and unconditionally purchase and receive
                  from the Bank or the Administrative Agent, as applicable,
                  without recourse or warranty, an undivided interest and
                  participation in such Non-Ratable Loan or Agent Advance equal
                  to such Lender's Pro Rata Share of such Non-Ratable Loan or
                  Agent Advance, and (B) if Settlement has not previously
                  occurred with respect to such Non-Ratable Loans or Agent
                  Advances, upon demand by the Bank or the Administrative Agent,
                  as applicable, shall pay to the Bank or the Administrative
                  Agent, as applicable, as the purchase price of such
                  participation an amount equal to 100% of such Lender's Pro
                  Rata Share of such Non-Ratable Loans or Agent Advances. If
                  such amount is not in fact transferred to the Administrative
                  Agent by any Lender, the Administrative Agent shall be
                  entitled to recover such amount on demand from such Lender
                  together with interest thereon at the Federal Funds Rate for
                  the first three days from and after such demand and thereafter
                  at the Interest Rate then applicable to Base Rate Revolving
                  Loans.

                           (iii)    From and after the date, if any, on which
                  any Lender purchases an undivided interest and participation
                  in any Non-Ratable Loan or Agent Advance pursuant to clause
                  (ii) preceding, the Administrative Agent shall promptly
                  distribute to such Lender, such Lender's Pro Rata Share of all
                  payments of principal and interest and all proceeds of
                  Collateral received by the Administrative Agent in respect of
                  such Non-Ratable Loan or Agent Advance.

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                           (iv)     Between Settlement Dates, to the extent no
                  Agent Advances are outstanding, the Administrative Agent may
                  pay over to the Bank any payments received by the
                  Administrative Agent, which in accordance with the terms of
                  this Agreement would be applied to the reduction of the
                  Revolving Loans, for application to the Bank's Revolving Loans
                  including Non-Ratable Loans. If, as of any Settlement Date,
                  collections received since the then immediately preceding
                  Settlement Date have been applied to the Bank's Revolving
                  Loans (other than to Non-Ratable Loans or Agent Advances in
                  which a Lender has not yet funded its purchase of a
                  participation pursuant to clause (ii) preceding), as provided
                  for in the previous sentence, the Bank shall pay to the
                  Administrative Agent for the accounts of the Lenders, to be
                  applied to the outstanding Revolving Loans of such Lenders, an
                  amount such that each Lender shall, upon receipt of such
                  amount, have, as of such Settlement Date, its Pro Rata Share
                  of the Revolving Loans. During the period between Settlement
                  Dates, the Bank with respect to Non-Ratable Loans, the
                  Administrative Agent with respect to Agent Advances, and each
                  Lender with respect to the Revolving Loans other than
                  Non-Ratable Loans and Agent Advances, shall be entitled to
                  interest at the applicable rate or rates payable under this
                  Agreement on the actual average daily amount of funds employed
                  by the Bank, the Administrative Agent, and the other Lenders.

                           (v)      Unless the Administrative Agent has received
                  written notice from a Lender to the contrary, the
                  Administrative Agent may assume that the applicable conditions
                  precedent set forth in Article 8 have been satisfied and the
                  requested Borrowing will not exceed the Availability on any
                  Funding Date for a Revolving Loan or Non-Ratable Loan.

                  (b)      The Lenders' Failure to Perform. All Revolving Loans
         (other than Non-Ratable Loans and Agent Advances) shall be made by the
         Lenders simultaneously and in accordance with their Pro Rata Shares. It
         is understood that (i) no Lender shall be responsible for any failure
         by any other Lender to perform its obligation to make any Revolving
         Loans hereunder, nor shall any Commitment of any Lender be increased or
         decreased as a result of any failure by any other Lender to perform its
         obligation to make any Revolving Loans hereunder, (ii) no failure by
         any Lender to perform its obligation to make any Revolving Loans
         hereunder shall excuse any other Lender from its obligation to make any
         Revolving Loans hereunder, and (iii) the obligations of each Lender
         hereunder shall be several, not joint and several.

                  (c)      Defaulting Lenders. Unless the Administrative Agent
         receives notice from a Lender on or prior to the Closing Date or, with
         respect to any Borrowing after the Closing Date, at least one Business
         Day prior to the date of such Borrowing, that such Lender will not make
         available as and when required hereunder to the Administrative Agent
         such Lender's Pro Rata Share of such Borrowing, the Administrative
         Agent may assume that each Lender has made such amount available to the
         Administrative Agent in immediately available funds on the Funding
         Date. Furthermore, the Administrative Agent may, in reliance upon such
         assumption, make available to the Borrowers on such date a
         corresponding amount. If any Lender has not transferred its full Pro
         Rata Share to the Administrative Agent in immediately available funds
         and if the Administrative Agent

CREDIT AGREEMENT - Page 71

<PAGE>

         has transferred a corresponding amount to the Borrowers on the Business
         Day following such Funding Date the applicable Lender shall make such
         amount available to the Administrative Agent, together with interest at
         the Federal Funds Rate for that day. A notice by the Administrative
         Agent submitted to any Lender with respect to amounts owing shall be
         conclusive, absent manifest error. If each Lender's full Pro Rata Share
         is transferred to the Administrative Agent as required, the amount
         transferred to the Administrative Agent shall constitute such Lender's
         Revolving Loan for all purposes of this Agreement. If any such amount
         is not transferred to the Administrative Agent on the Business Day
         following the Funding Date, the Administrative Agent will notify the
         Borrowers of such failure to fund and, upon demand by the
         Administrative Agent, the Borrowers shall pay such amount to the
         Administrative Agent for the Administrative Agent's account, together
         with interest thereon for each day elapsed since the date of such
         Borrowing, at a rate per annum equal to the Interest Rate applicable at
         the time to the Revolving Loans comprising that particular Borrowing.
         The failure of any Lender to make any Revolving Loan on any Funding
         Date (any such Lender, prior to the cure of such failure, being
         hereinafter referred to as a "Defaulting Lender") shall not relieve any
         other Lender of its obligation hereunder to make a Revolving Loan on
         such Funding Date. No Lender shall be responsible for any other
         Lender's failure to advance such other Lenders' Pro Rata Share of any
         Borrowing.

                  (d)      Retention of Defaulting Lender's Payments. The
         Administrative Agent shall not be obligated to transfer to a Defaulting
         Lender any payments made by any Borrower to the Administrative Agent
         for the Defaulting Lender's benefit, nor shall a Defaulting Lender be
         entitled to the sharing of any payments hereunder. Amounts payable to a
         Defaulting Lender shall instead be paid to or retained by the
         Administrative Agent. In its discretion, the Administrative Agent may
         loan the Borrowers the amount of all such payments received or retained
         by it for the account of such Defaulting Lender. Any amounts so loaned
         to the Borrowers shall bear interest at the rate applicable to Base
         Rate Revolving Loans and for all other purposes of this Agreement shall
         be treated as if they were Revolving Loans, provided, however, that for
         purposes of voting or consenting to matters with respect to the Loan
         Documents and determining Pro Rata Shares, such Defaulting Lender shall
         be deemed not to be a "Lender." Until a Defaulting Lender cures its
         failure to fund its Pro Rata Share of any Borrowing (i) such Defaulting
         Lender shall not be entitled to any portion of the Unused Line Fee and
         (ii) the Unused Line Fee shall accrue in favor of the Lenders which
         have funded their respective Pro Rata Shares of such requested
         Borrowing and shall be allocated among such performing Lenders ratably
         based upon their relative Commitments. This Section shall remain
         effective with respect to such Lender until such time as the Defaulting
         Lender shall no longer be in default of any of its obligations under
         this Agreement. The terms of this Section shall not be construed to
         increase or otherwise affect the Commitment of any Lender, or relieve
         or excuse the performance by any Borrower of its duties and obligations
         hereunder.

                  (e)      Removal of Defaulting Lender. At the Borrowers'
         request, the Administrative Agent or an Eligible Assignee reasonably
         acceptable to the Administrative Agent and the Borrowers shall have the
         right (but not the obligation) to purchase from any Defaulting Lender,
         and each Defaulting Lender shall, upon such request, sell and assign to
         the Administrative Agent or such Eligible Assignee, all of the

CREDIT AGREEMENT - Page 72

<PAGE>

         Defaulting Lender's outstanding Commitments hereunder. Such sale shall
         be consummated promptly after the Administrative Agent has arranged for
         a purchase by the Administrative Agent or an Eligible Assignee pursuant
         to an Assignment and Acceptance, and at a price equal to the
         outstanding principal balance of the Defaulting Lender's Revolving
         Loans, plus accrued interest and fees, without premium or discount.

         Section 12.16     Letters of Credit; Intra-Lender Issues.

                  (a)      Notice of Letter of Credit Balance. On each
         Settlement Date, the Administrative Agent shall notify each Lender of
         the issuance of all Letters of Credit since the prior Settlement Date.

                  (b)      Participations in Letters of Credit.

                           (i)      Purchase of Participations. Immediately upon
                  issuance of any Letter of Credit in accordance with Section
                  1.3(d), each Lender shall be deemed to have irrevocably and
                  unconditionally purchased and received without recourse or
                  warranty, an undivided interest and participation equal to
                  such Lender's Pro Rata Share of the face amount of such Letter
                  of Credit in connection with the issuance of such Letter of
                  Credit (including all obligations of the Borrower for whose
                  account such Letter of Credit was issued, and any security
                  therefor or guaranty pertaining thereto).

                           (ii)     Sharing of Reimbursement Obligation
                  Payments. Whenever the Administrative Agent receives a payment
                  from a Borrower on account of reimbursement obligations in
                  respect of a Letter of Credit as to which the Administrative
                  Agent has previously received for the account of the
                  Administrative Agent or the Letter of Credit Issuer payment
                  from a Lender, the Administrative Agent shall promptly pay to
                  such Lender such Lender's Pro Rata Share of such payment from
                  such Borrower. Each such payment shall be made by the
                  Administrative Agent on the next Settlement Date.

                           (iii)    Documentation. Upon the request of any
                  Lender, the Administrative Agent shall furnish to such Lender
                  copies of any Letter of Credit, reimbursement agreements
                  executed in connection therewith, applications for any Letter
                  of Credit, and such other documentation as may reasonably be
                  requested by such Lender.

                           (iv)     Obligations Irrevocable. The obligation of
                  each Lender to make payments to the Administrative Agent with
                  respect to any Letter of Credit or with respect to their
                  participation therein or with respect to the Revolving Loans
                  made as a result of a drawing under a Letter of Credit and the
                  obligation of the Borrowers to make payments to the
                  Administrative Agent, for the account of the Lenders, with
                  respect to any Letter of Credit shall be irrevocable and shall
                  not be subject to any qualification or exception whatsoever,
                  including any of the following circumstances:

CREDIT AGREEMENT - Page 73

<PAGE>

                                    (A)      any lack of validity or
                           enforceability of this Agreement or any of the other
                           Loan Documents;

                                    (B)      the existence of any claim, setoff,
                           defense, or other right which any Borrower may have
                           at any time against a beneficiary named in a Letter
                           of Credit or any transferee of any Letter of Credit
                           (or any Person for whom any such transferee may be
                           acting), any Lender, the Administrative Agent, the
                           Letter of Credit Issuer, or any other Person, whether
                           in connection with this Agreement, any Letter of
                           Credit, the transactions contemplated herein or any
                           unrelated transactions (including any underlying
                           transactions between such Borrower or any other
                           Person and the beneficiary named in any Letter of
                           Credit);

                                    (C)      any draft, certificate, or any
                           other document presented under any Letter of Credit
                           proving to be forged, fraudulent, invalid, or
                           insufficient in any respect or any statement therein
                           being untrue or inaccurate in any respect;

                                    (D)      the surrender or impairment of any
                           security for the performance or observance of any of
                           the terms of any of the Loan Documents;

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

                                    (F)      the failure of the Borrowers to
                           satisfy the applicable conditions precedent set forth
                           in Article 8.

                  (c)      Recovery or Avoidance of Payments; Refund of Payments
         in Error. In the event any payment by or on behalf of any Borrower
         received by the Administrative Agent with respect to any Letter of
         Credit and distributed by the Administrative Agent to the Lenders on
         account of their respective participations therein is thereafter set
         aside, avoided, or recovered from the Administrative Agent in
         connection with any receivership, liquidation, or bankruptcy
         proceeding, the Lenders shall, upon demand by the Administrative Agent,
         pay to the Administrative Agent their respective Pro Rata Shares of
         such amount set aside, avoided, or recovered, together with interest at
         the rate required to be paid by the Administrative Agent upon the
         amount required to be repaid by it. Unless the Administrative Agent
         receives notice from the Borrowers prior to the date on which any
         payment is due to the Lenders that the Borrowers will not make such
         payment in full as and when required, the Administrative Agent may
         assume that the Borrowers have made such payment in full to the
         Administrative Agent on such date in immediately available funds and
         the Administrative Agent may (but shall not be so required), in
         reliance upon such assumption, distribute to each Lender on such due
         date an amount equal to the amount then due such Lender. If and to the
         extent the Borrowers have not made such payment in full to the
         Administrative Agent, each Lender shall repay to the Administrative
         Agent on demand such amount distributed to such Lender, together with
         interest thereon at the Federal Funds Rate for each day from the date
         such amount is distributed to such Lender until the date repaid.

CREDIT AGREEMENT - Page 74

<PAGE>

                  (d)      Indemnification by the Lenders. To the extent not
         reimbursed by the Borrowers and without limiting the obligations of the
         Borrowers hereunder, the Lenders agree to indemnify the Letter of
         Credit Issuer ratably in accordance with their respective Pro Rata
         Shares, for any and all liabilities, obligations, losses, damages,
         penalties, actions, judgments, suits, costs, expenses (including
         attorneys' fees) or disbursements of any kind and nature whatsoever
         that may be imposed on, incurred by or asserted against the Letter of
         Credit Issuer in any way relating to or arising out of any Letter of
         Credit or the transactions contemplated thereby or any action taken or
         omitted by the Letter of Credit Issuer under any Letter of Credit or
         any Loan Document in connection therewith; provided that no Lender
         shall be liable for any of the foregoing to the extent it arises from
         the gross negligence or willful misconduct of the Person to be
         indemnified. Without limitation of the foregoing, each Lender agrees to
         reimburse the Letter of Credit Issuer promptly upon demand for its Pro
         Rata Share of any costs or expenses payable by any Borrower to the
         Letter of Credit Issuer, to the extent that the Letter of Credit Issuer
         is not promptly reimbursed for such costs and expenses by a Borrower.
         The agreement contained in this Section shall survive payment in full
         of all other Obligations.

         Section 12.17     Concerning the Collateral and the Related Loan
Documents. Each Lender authorizes and directs the Administrative Agent to enter
into the other Loan Documents, for the ratable benefit and obligation of the
Administrative Agent and the Lenders. Each Lender agrees that any action taken
by the Administrative Agent or the Majority Lenders in accordance with the terms
of this Agreement or the other Loan Documents, and the exercise by the
Administrative Agent or the Majority Lenders of their respective powers set
forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Lenders. The Lenders
acknowledge that the Revolving Loans (including the Agent Advances and the
Non-Ratable Loans), Bank Products (including Hedge Agreements), and all
interest, fees, and expenses hereunder constitute one Debt, secured pari passu
by all of the Collateral.

         Section 12.18     Field Audit and Examination Reports; Disclaimer by
the Lenders. By signing this Agreement, each Lender:

                  (a)      is deemed to have requested that the Administrative
         Agent furnish such Lender, promptly after it becomes available, a copy
         of each field audit or examination report (each a "Report" and
         collectively, the "Reports") prepared by or on behalf of the
         Administrative Agent;

                  (b)      expressly agrees and acknowledges that neither the
         Bank nor the Administrative Agent (i) makes any representation or
         warranty as to the accuracy of any Report or (ii) shall be liable for
         any information contained in any Report;

                  (c)      expressly agrees and acknowledges that the Reports
         are not comprehensive audits or examinations, that the Administrative
         Agent, the Bank, or any other party performing any audit or examination
         will inspect only specific information regarding the Obligated Parties
         and will rely significantly upon the Obligated Parties' books and
         records, as well as on representations of the Obligated Parties'
         personnel;

CREDIT AGREEMENT - Page 75

<PAGE>

                  (d)      agrees to keep all Reports confidential and strictly
         for its internal use, and not to distribute except to its Participants,
         or use any Report in any other manner; and

                  (e)      without limiting the generality of any other
         indemnification provision contained in this Agreement, agrees: (i) to
         hold the Administrative Agent and any such other Lender preparing a
         Report harmless from any action the indemnifying Lender may take or
         conclusion the indemnifying Lender may reach or draw from any Report in
         connection with any loans or other credit accommodations that the
         indemnifying Lender has made or may make to the Obligated Parties, or
         the indemnifying Lender's participation in, or the indemnifying
         Lender's purchase of, a loan or loans of the Obligated Parties; and
         (ii) to pay and protect, and indemnify, defend, and hold the
         Administrative Agent and any such other Lender preparing a Report
         harmless from and against, the claims, actions, proceedings, damages,
         costs, expenses, and other amounts (including Attorney Costs) incurred
         by the Administrative Agent and any such other Lender preparing a
         Report as the direct or indirect result of any third parties who might
         obtain all or part of any Report through the indemnifying Lender.

         Section 12.19     Relation Among the Lenders. The Lenders are not
partners or co-venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of the
Administrative Agent) authorized to act for, any other Lender.

                                   ARTICLE 13

                                  MISCELLANEOUS

         Section 13.1      No Waivers; Cumulative Remedies. No failure by the
Administrative Agent or any Lender to exercise any right, remedy, or option
under this Agreement or any present or future supplement hereto, or in any other
agreement between or among any Borrower and the Administrative Agent and/or any
Lender, or delay by the Administrative Agent or any Lender in exercising the
same, will operate as a waiver thereof. Subject to Section 11.1, no waiver by
the Administrative Agent or any Lender will be effective unless it is in
writing, and then only to the extent specifically stated. No waiver by the
Administrative Agent or the Lenders on any occasion shall affect or diminish the
Administrative Agent's and each Lender's rights thereafter to require strict
performance by the Obligated Parties of any provision of this Agreement. The
Administrative Agent and the Lenders may proceed directly to collect the
Obligations without any prior recourse to the Collateral. The Administrative
Agent's and each Lender's rights under this Agreement will be cumulative and not
exclusive of any other right or remedy which the Administrative Agent or any
Lender may have.

         Section 13.2      Severability. The illegality or unenforceability of
any provision of this Agreement, any other Loan Document, or any instrument or
agreement required hereunder shall not in any way affect or impair the legality
or enforceability of the remaining provisions of this Agreement, any other Loan
Document, or any instrument or agreement required hereunder.

CREDIT AGREEMENT - Page 76

<PAGE>

         Section 13.3      Governing Law; Choice of Forum; Service of Process.

                  (a)      THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS
         AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE
         INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS, PROVIDED
         THAT PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE
         EFFECT TO APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN
         ARTICLE 9 OF THE UCC) OF THE STATE OF CALIFORNIA; PROVIDED THAT THE
         PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                  (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
         AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF
         THE STATE OF CALIFORNIA OR OF THE U.S. LOCATED IN LOS ANGELES COUNTY,
         CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
         THE OBLIGATED PARTIES, THE ADMINISTRATIVE AGENT, AND THE LENDERS
         CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
         NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE OBLIGATED
         PARTIES, THE ADMINISTRATIVE AGENT, AND THE LENDERS IRREVOCABLY WAIVES
         ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
         ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
         HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
         IN RESPECT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY OTHER
         AGREEMENT, DOCUMENT, OR INSTRUMENT RELATED HERETO OR THERETO.
         NOTWITHSTANDING THE FOREGOING (i) THE ADMINISTRATIVE AGENT AND THE
         LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST
         ANY OBLIGATED PARTY OR ITS PROPERTY IN THE COURTS OF ANY OTHER
         JURISDICTION THE ADMINISTRATIVE AGENT OR THE LENDERS DEEM NECESSARY OR
         APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR
         THE OBLIGATIONS AND (ii) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT
         ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING
         SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE
         JURISDICTIONS.

                  (c)      EACH OBLIGATED PARTY HEREBY WAIVES PERSONAL SERVICE
         OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
         PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
         DIRECTED TO SUCH OBLIGATED PARTY AT ITS ADDRESS SET FORTH IN SECTION
         13.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS
         AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE
         PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE
         ADMINISTRATIVE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER
         MANNER PERMITTED BY LAW.

CREDIT AGREEMENT - Page 77

<PAGE>

         Section 13.4      Waiver of Jury Trial. EACH OF THE OBLIGATED PARTIES,
THE LENDERS, AND THE ADMINISTRATIVE AGENT IRREVOCABLY WAIVES ITS RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING, OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY AGENT-RELATED PERSON, PARTICIPANT, OR ASSIGNEE, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH OF THE OBLIGATED PARTIES, THE
LENDERS, AND THE ADMINISTRATIVE AGENT AGREES THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, EACH OF THE PARTIES FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A
TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 13.4 AS TO ANY ACTION,
COUNTERCLAIM, OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR
ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

         Section 13.5      Survival of Representations and Warranties. All
representations and warranties of the Obligated Parties contained in this
Agreement shall survive the execution, delivery, and acceptance thereof by the
parties, notwithstanding any investigation by the Administrative Agent or the
Lenders or their respective agents.

         Section 13.6      Other Security and Guaranties. The Administrative
Agent may, without notice or demand and without affecting the Obligated Parties'
obligations hereunder, from time to time: (a) take from any Person and hold
collateral (other than the Collateral) for the payment of all or any part of the
Obligations and exchange, enforce, or release such collateral or any part
thereof and (b) accept and hold any endorsement or guaranty of payment of all or
any part of the Obligations and release or substitute any such endorser or
guarantor, or any Person who has given any Lien in any other collateral as
security for the payment of all or any part of the Obligations, or any other
Person in any way obligated to pay all or any part of the Obligations.

         Section 13.7      Fees and Expenses. Each Borrower agrees to pay to the
Administrative Agent, for its benefit, on demand (except as provided otherwise
in clause (a) following), all costs and expenses that the Administrative Agent
pays or incurs in connection with the negotiation, preparation, syndication,
consummation, administration, enforcement, and termination of this Agreement or
any of the other Loan Documents, including: (a) Attorney Costs; provided that
the Borrowers shall be provided seven days to review any invoice for such
Attorney Costs prior to the due date therefor; (b) costs and expenses (including
Attorney Costs; provided that the Borrowers shall be provided seven days to
review any invoice for such Attorney Costs prior to the due date therefor) for
any amendment, supplement, waiver, consent, or subsequent closing in connection
with the Loan Documents and the transactions contemplated thereby; (c)
reasonable costs and expenses of lien and title searches, and environmental
audits; (d) taxes, fees, and other charges for filing financing statements and
continuations, and other actions to perfect, protect,

CREDIT AGREEMENT - Page 78

<PAGE>

and continue the Agent's Liens (including costs and expenses paid or incurred by
the Administrative Agent in connection with the consummation of this Agreement);
(e) sums paid or incurred to pay any amount or take any action required of any
Obligated Party under the Loan Documents that such Obligated Party fails to pay
or take; (f) costs of appraisals, inspections, and verifications of the
Collateral, including travel, lodging, and meals for field examinations and
inspections of the Collateral and the Obligated Parties' operations by the
Administrative Agent, plus the Administrative Agent's then customary charge for
field examinations and audits and the preparation of reports thereof (such
charge is currently $850 per day (or portion thereof) for each Person retained
or employed by the Administrative Agent with respect to each field examination
or audit); and (g) costs and expenses of forwarding loan proceeds, collecting
checks and other items of payment, and establishing and maintaining Payment
Accounts and lockboxes, and costs and expenses of preserving and protecting the
Collateral. In addition, the Borrowers agree to pay costs and expenses incurred
by the Administrative Agent (including Attorney Costs) to the Administrative
Agent, for its benefit, on demand, and to the other Lenders for their benefit,
on demand, and all reasonable fees, expenses, and disbursements incurred by such
other Lenders for one law firm retained by such other Lenders, in each case,
paid or incurred to obtain payment of the Obligations, enforce the Agent's
Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the
provisions of the Loan Documents, or to defend any claims made or threatened
against the Administrative Agent or any Lender arising out of the transactions
contemplated hereby (including preparations for and consultations concerning any
such matters). The foregoing shall not be construed to limit any other
provisions of the Loan Documents regarding costs and expenses to be paid by the
Borrowers. All of the foregoing costs and expenses shall be charged to the Loan
Account as Revolving Loans as described in Section 3.6.

         Section 13.8      Notices. Except as otherwise provided herein, all
notices, demands, and requests that any party is required or elects to give to
any other party shall be in writing, or by a telecommunications device capable
of creating a written record, and any such notice shall become effective (a)
upon personal delivery thereof, including, but not limited to, delivery by
overnight mail or courier service, (b) four days after it shall have been mailed
by U.S. mail, first class, certified or registered, with postage prepaid, or (c)
in the case of notice by such a telecommunications device, when properly
transmitted, in each case addressed to the party to be notified as follows:

         If to the Administrative Agent or to the Bank:

              Bank of America, N.A.
              55 South Lake Avenue, Suite 900
              Pasadena, California 91101
              Attention: Business Credit: URGENT
              Telecopy No.: (626) 397-1273

CREDIT AGREEMENT - Page 79

<PAGE>

         If to any Obligated Party:

              c/o Texas Industries, Inc.
              1341 West Mockingbird Lane, Suite 700W
              Dallas, Texas 75247
              Attention: Treasurer
              Telecopy No.: (972) 647-3964

or to such other address as each party may designate for itself by like notice.
For purposes of providing any notice to a Lender, such notice shall be delivered
to such Lender at the address for notice of such Lender set forth on the
signature pages of this Agreement or on the most recent Assignment and
Acceptance to which such Lender is a party. Failure or delay in delivering
copies of any notice, demand, request, consent, approval, declaration, or other
communication to the persons designated above to receive copies shall not
adversely affect the effectiveness of such notice, demand, request, consent,
approval, declaration, or other communication.

         Section 13.9      Waiver of Notices. Unless otherwise expressly
provided herein, each Obligated Party waives presentment, notice of demand or
dishonor, protest as to any instrument, notice of intent to accelerate the
Obligations, and notice of acceleration of the Obligations, as well as any and
all other notices to which it might otherwise be entitled. No notice to or
demand on any Obligated Party which the Administrative Agent or any Lender may
elect to give shall entitle any Obligated Party to any or further notice or
demand in the same, similar, or other circumstances.

         Section 13.10     Binding Effect. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective
representatives, successors, and assigns of the parties hereto; provided,
however, that no interest herein may be assigned by any Obligated Party without
the prior written consent of the Administrative Agent and each Lender. The
rights and benefits of the Administrative Agent and the Lenders hereunder shall,
if such Persons so agree, inure to any party acquiring any interest in the
Obligations or any part thereof.

         Section 13.11     Indemnity of the Administrative Agent and the Lenders
by the Borrower.

                  (a)      EACH OBLIGATED PARTY AGREES TO DEFEND, INDEMNIFY, AND
         HOLD THE AGENT-RELATED PERSONS, AND EACH LENDER AND EACH OF THEIR
         RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, COUNSEL, REPRESENTATIVES,
         AGENTS, AND ATTORNEYS-IN-FACT (EACH, AN "INDEMNIFIED PERSON") HARMLESS
         FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
         PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES, AND
         DISBURSEMENTS (INCLUDING ATTORNEY FEES AND EXPENSES) OF ANY KIND OR
         NATURE WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING AT ANY TIME
         FOLLOWING REPAYMENT OF THE REVOLVING LOANS AND THE TERMINATION,
         RESIGNATION, OR REPLACEMENT OF THE ADMINISTRATIVE AGENT OR REPLACEMENT
         OF ANY LENDER) BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY SUCH
         PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY
         OTHER

CREDIT AGREEMENT - Page 80

<PAGE>

         LOAN DOCUMENT, OR ANY OTHER AGREEMENT, DOCUMENT, OR ANY OTHER
         AGREEMENT, DOCUMENT, OR INSTRUMENT CONTEMPLATED BY OR REFERRED TO
         HEREIN OR THEREIN, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
         OR ANY ACTION TAKEN OR OMITTED BY ANY SUCH PERSON UNDER OR IN
         CONNECTION WITH ANY OF THE FOREGOING, INCLUDING WITH RESPECT TO ANY
         INVESTIGATION, LITIGATION, OR PROCEEDING (INCLUDING ANY INSOLVENCY
         PROCEEDING OR APPELLATE PROCEEDING) RELATED TO OR ARISING OUT OF THIS
         AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE REVOLVING LOANS OR THE USE
         OF THE PROCEEDS THEREOF, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A
         PARTY THERETO (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED
         LIABILITIES"); PROVIDED THAT THE OBLIGATED PARTIES SHALL HAVE NO
         OBLIGATION HEREUNDER TO ANY INDEMNIFIED PERSON WITH RESPECT TO
         INDEMNIFIED LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OR
         WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON. THE AGREEMENTS IN THIS
         SECTION 13.11 SHALL SURVIVE PAYMENT OF ALL OTHER OBLIGATIONS.

                  (b)      EACH OBLIGATED PARTY AGREES TO INDEMNIFY, DEFEND, AND
         HOLD HARMLESS THE ADMINISTRATIVE AGENT AND THE LENDERS FROM ANY LOSS OR
         LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF THE USE, GENERATION,
         MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE,
         DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE RELATING TO
         ANY OBLIGATED PARTY'S OPERATIONS, BUSINESS, OR PROPERTY. THIS INDEMNITY
         WILL APPLY WHETHER THE HAZARDOUS SUBSTANCE IS ON, UNDER, OR ABOUT ANY
         OBLIGATED PARTY'S PROPERTY OR OPERATIONS OR PROPERTY LEASED TO ANY
         OBLIGATED PARTY. THE INDEMNITY INCLUDES BUT IS NOT LIMITED TO ATTORNEY
         FEES AND EXPENSES. THE INDEMNITY EXTENDS TO THE ADMINISTRATIVE AGENT
         AND THE LENDERS, THEIR AFFILIATES, SUBSIDIARIES, AND ALL OF THEIR
         DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ATTORNEYS, AND
         ASSIGNS. AS USED IN THIS CLAUSE (b), "HAZARDOUS SUBSTANCES" MEANS ANY
         SUBSTANCE, MATERIAL, OR WASTE THAT IS OR BECOMES DESIGNATED OR
         REGULATED AS "TOXIC," "HAZARDOUS," "POLLUTANT," OR "CONTAMINANT" OR A
         SIMILAR DESIGNATION OR REGULATION UNDER ANY FEDERAL, STATE, OR LOCAL
         LAW (WHETHER UNDER COMMON LAW, STATUTE, REGULATION, OR OTHERWISE) OR
         JUDICIAL OR ADMINISTRATIVE INTERPRETATION OF SUCH, INCLUDING PETROLEUM
         OR NATURAL GAS. THIS INDEMNITY WILL SURVIVE REPAYMENT OF ALL OTHER
         OBLIGATIONS.

         Section 13.12     Limitation of Liability. NO CLAIM MAY BE MADE BY ANY
OBLIGATED PARTY, THE ADMINISTRATIVE AGENT, ANY LENDER, OR OTHER PERSON AGAINST
ANY OBLIGATED PARTY, THE ADMINISTRATIVE AGENT, ANY LENDER, OR THE AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS, OR
ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR
PUNITIVE DAMAGES IN RESPECT

CREDIT AGREEMENT - Page 81

<PAGE>

OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT
OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH,
AND EACH OBLIGATED PARTY, THE ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY
WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER
OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

         Section 13.13     Final Agreement. This Agreement and the other Loan
Documents are intended by the Obligated Parties, the Administrative Agent, and
the Lenders to be the final, complete, and exclusive expression of the agreement
between them. This Agreement and the other Loan Documents supersede any and all
prior oral or written agreements relating to the subject matter hereof and
thereof. No modification, rescission, waiver, release, or amendment of any
provision of this Agreement or any other Loan Document shall be made, except by
a written agreement signed by the Obligated Parties and a duly authorized
officer of each of the Administrative Agent and the Majority Lenders, the
Required Lenders, or all of the Lenders, as applicable.

         Section 13.14     Counterparts. This Agreement and the other Loan
Documents may be executed in any number of counterparts, and by the
Administrative Agent, each Lender, and the Obligated Parties in separate
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement. Signature pages to this
Agreement and the other Loan Documents may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document and a telecopy of any such executed
signature page shall be valid as an original.

         Section 13.15     Captions. The captions contained in this Agreement
and the other Loan Documents are for convenience of reference only, are without
substantive meaning and should not be construed to modify, enlarge, or restrict
any provision.

         Section 13.16     Right of Setoff. In addition to any rights and
remedies of the Lenders provided by law, if an Event of Default exists or the
Revolving Loans have been accelerated, each Lender is authorized at any time and
from time to time, without prior notice to the Obligated Parties, any such
notice being waived by the Obligated Parties to the fullest extent permitted by
law, to setoff and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and other indebtedness at any
time owing by, such Lender or any Affiliate of such Lender to or for the credit
or the account of the Obligated Parties against any and all Obligations owing to
such Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Obligated Parties and the
Administrative Agent after any such setoff and application made by such Lender;
provided, however, the failure to give such notice shall not affect the validity
of such setoff and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL
EXERCISE ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT
ACCOUNT OR

CREDIT AGREEMENT - Page 82

<PAGE>

PROPERTY OF ANY OBLIGATED PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE
PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

         Section 13.17     Confidentiality.

                  (a)      Each Obligated Party hereby consents that the
         Administrative Agent and each Lender may issue and disseminate to the
         public general information describing the credit accommodation entered
         into pursuant to this Agreement, including the name and address of the
         Obligated Parties and a general description of the Obligated Parties'
         business and may use each Obligated Party's name in advertising and
         other promotional material.

                  (b)      Each Lender severally agrees to take normal and
         reasonable precautions and exercise due care to maintain the
         confidentiality of all information identified as "confidential" or
         "secret" by any Obligated Party and provided to the Administrative
         Agent or such Lender by or on behalf of any Obligated Party, under this
         Agreement or any other Loan Document, except to the extent that such
         information (i) was or becomes generally available to the public other
         than as a result of disclosure by the Administrative Agent or such
         Lender, or (ii) was or becomes available on a nonconfidential basis
         from a source other than an Obligated Party, provided that such source
         is not bound by a confidentiality agreement with an Obligated Party
         known to the Administrative Agent or such Lender; provided, however,
         that the Administrative Agent and any Lender may disclose such
         information (A) at the request or pursuant to any requirement of any
         Governmental Authority to which the Administrative Agent or such Lender
         is subject or in connection with an examination of the Administrative
         Agent or such Lender by any such Governmental Authority, (B) pursuant
         to subpoena or other court process, (C) when required to do so in
         accordance with the provisions of any applicable Requirement of Law,
         (D) to the extent reasonably required in connection with any litigation
         or proceeding (including, but not limited to, any bankruptcy
         proceeding) to which the Administrative Agent, any Lender or their
         respective Affiliates may be party, (E) to the extent reasonably
         required in connection with the exercise of any remedy hereunder or
         under any other Loan Document, (F) to the Administrative Agent's or
         such Lender's independent auditors, accountants, attorneys, and other
         professional advisors, (G) to any prospective Participant or Assignee,
         actual or potential, provided that such prospective Participant or
         Assignee agrees to keep such information confidential to the same
         extent required of the Administrative Agent and the Lenders hereunder,
         (H) as expressly permitted under the terms of any other document or
         agreement regarding confidentiality to which any Obligated Party is
         party or is deemed party with the Administrative Agent or such Lender,
         and (I) to its Affiliates. Notwithstanding anything herein to the
         contrary, the information subject to this Section 13.17(b) shall not
         include, and the Administrative Agent and each Lender may disclose
         without limitation of any kind, any information with respect to the
         "tax treatment" and "tax structure" (in each case, within the meaning
         of Treasury Regulation Section 1.6011-4) of the transactions
         contemplated hereby and all materials of any kind (including opinions
         or other tax analyses) that are provided to the Administrative Agent or
         such Lender relating to such tax treatment and tax structure; provided
         that with respect to any document or similar item that in either case
         contains information concerning the tax treatment or tax structure of
         the transactions as well as

CREDIT AGREEMENT - Page 83

<PAGE>

         other information, this sentence shall only apply to such portions of
         the document or similar item that relate to the tax treatment or tax
         structure of the Revolving Loans, Letters of Credit and transactions
         contemplated hereby.

         Section 13.18     Conflicts with other Loan Documents. Unless otherwise
expressly provided in this Agreement (or in another Loan Document by specific
reference to the applicable provision contained in this Agreement), if any
provision contained in this Agreement conflicts with any provision of any other
Loan Document, the provision contained in this Agreement shall govern and
control.

         Section 13.19     Joint and Several Liability. All Revolving Loans,
upon funding, shall be deemed to be jointly funded to and received by the
Borrowers. Each Borrower jointly and severally agrees to pay, and shall be
jointly and severally liable under this Agreement for, all Obligations,
regardless of the manner or amount in which proceeds of Revolving Loans are
used, allocated, shared, or disbursed by or among the Borrowers themselves, or
the manner in which the Administrative Agent and/or any Lender accounts for such
Revolving Loans or other extensions of credit on its books and records. Each
Borrower shall be liable for all amounts due to the Administrative Agent and/or
any Lender under this Agreement, regardless of which Borrower actually receives
Revolving Loans or other extensions of credit hereunder or the amount of such
Revolving Loans and extensions of credit received or the manner in which the
Administrative Agent and/or such Lender accounts for such Revolving Loans or
other extensions of credit on its books and records. Each Borrower's Obligations
with respect to Revolving Loans and other extensions of credit made to it, and
such Borrower's Obligations arising as a result of the joint and several
liability of such Borrower hereunder, with respect to Revolving Loans made to
the other Borrowers hereunder, shall be separate and distinct obligations, but
all such Obligations shall be primary obligations of such Borrower. The
Borrowers acknowledge and expressly agree with the Administrative Agent and each
Lender that the joint and several liability of each Borrower is required solely
as a condition to, and is given solely as inducement for and in consideration
of, credit or accommodations extended or to be extended under the Loan Documents
to any or all of the other Borrowers and is not required or given as a condition
of extensions of credit to such Borrower. Each Borrower's obligations under this
Agreement and as an obligor under a Guaranty Agreement shall be separate and
distinct obligations. Each Borrower's obligations under this Agreement shall, to
the fullest extent permitted by law, be unconditional irrespective of (i) the
validity or enforceability, avoidance, or subordination of the Obligations of
any other Borrower or of any promissory note or other document evidencing all or
any part of the Obligations of any other Borrower, (ii) the absence of any
attempt to collect the Obligations from any other Borrower, any Guarantor, or
any other security therefor, or the absence of any other action to enforce the
same, (iii) the waiver, consent, extension, forbearance, or granting of any
indulgence by the Administrative Agent and/or any Lender with respect to any
provision of any instrument evidencing the Obligations of any other Borrower or
Guarantor, or any part thereof, or any other agreement now or hereafter executed
by any other Borrower or Guarantor and delivered to the Administrative Agent
and/or any Lender, (iv) the failure by the Administrative Agent and/or any
Lender to take any steps to perfect and maintain its security interest in, or to
preserve its rights to, any security or collateral for the Obligations of any
other Borrower or Guarantor, (v) the Administrative Agent's and/or any Lender's
election, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or
grant of a security interest by any other Borrower, as

CREDIT AGREEMENT - Page 84

<PAGE>

debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the
disallowance of all or any portion of the Administrative Agent's and/or any
Lender's claim(s) for the repayment of the Obligations of any other Borrower
under Section 502 of the Bankruptcy Code, or (viii) any other circumstances
which might constitute a legal or equitable discharge or defense of a guarantor
or of any other Borrower. With respect to any Borrower's Obligations arising as
a result of the joint and several liability of the Borrowers hereunder with
respect to Revolving Loans or other extensions of credit made to any of the
other Borrowers hereunder, such Borrower waives, until the Obligations shall
have been paid in full and this Agreement shall have been terminated, any right
to enforce any right of subrogation or any remedy which the Administrative Agent
and/or any Lender now has or may hereafter have against any other Borrower, any
endorser or any Guarantor of all or any part of the Obligations, and any benefit
of, and any right to participate in, any security or collateral given to the
Administrative Agent and/or any Lender to secure payment of the Obligations or
any other liability of any Borrower to the Administrative Agent and/or any
Lender. Upon any Event of Default, the Administrative Agent may proceed directly
and at once, without notice, against any Borrower to collect and recover the
full amount, or any portion of the Obligations, without first proceeding against
any other Borrower or any other Person, or against any security or collateral
for the Obligations. Each Borrower consents and agrees that the Administrative
Agent shall be under no obligation to marshal any assets in favor of any
Borrower or against or in payment of any or all of the Obligations.

         Section 13.20     Contribution and Indemnification among the Borrowers.
Each Borrower is obligated to repay the Obligations as joint and several
obligors under this Agreement. To the extent that any Borrower shall, under this
Agreement as a joint and several obligor, repay any of the Obligations
constituting Revolving Loans made to another Borrower hereunder or other
Obligations incurred directly and primarily by any other Borrower (an
"Accommodation Payment"), then the Borrower making such Accommodation Payment
shall be entitled to contribution and indemnification from, and be reimbursed
by, each of the other Borrowers in an amount, for each of such other Borrowers,
equal to a fraction of such Accommodation Payment, the numerator of which
fraction is such other Borrower's Allocable Amount and the denominator of which
is the sum of the Allocable Amounts of all of the Borrowers. As of any date of
determination, the "Allocable Amount" of each Borrower shall be equal to the
maximum amount of liability for Accommodation Payments which could be asserted
against such Borrower hereunder without (a) rendering such Borrower "insolvent"
within the meaning of Section 101 (32) of the Bankruptcy Code, Section 2 of the
Uniform Fraudulent Transfer Act ("UFTA") or Section 2 of the Uniform Fraudulent
Conveyance Act ("UFCA"), (b) leaving such Borrower with unreasonably small
capital or assets, within the meaning of Section 548 of the Bankruptcy Code,
Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower
unable to pay its debts as they become due within the meaning of Section 548 of
the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All
rights and claims of contribution, indemnification, and reimbursement under this
Section shall be subordinate in right of payment to the prior payment in full of
the Obligations. The provisions of this Section shall, to the extent expressly
inconsistent with any provision in any Loan Document, supersede such
inconsistent provision.

         Section 13.21     Agency of the Parent for each Obligated Party. Each
of the Obligated Parties irrevocably appoints the Parent as its agent for all
purposes relevant to this Agreement, including the giving and receipt of notices
and execution and delivery of all documents,

CREDIT AGREEMENT - Page 85

<PAGE>

instruments, and certificates contemplated herein (including, without
limitation, execution and delivery to the Administrative Agent of Borrowing Base
Certificates) and all modifications hereto. Any acknowledgment, consent,
direction, certification, or other action which might otherwise be valid or
effective only if given or taken by all or any of the Obligated Parties or
acting singly, shall be valid and effective if given or taken only by the
Parent, whether or not any of the other Obligated Parties joins therein, and the
Administrative Agent and the Lenders shall have no duty or obligation to make
further inquiry with respect to the authority of the Parent under this Section
13.21, provided that nothing in this Section 13.21 shall limit the effectiveness
of, or the right of the Administrative Agent and the Lenders to rely upon, any
notice, document, instrument, certificate, acknowledgment, consent, direction,
certification, or other action delivered by any Obligated Party pursuant to this
Agreement.

         Section 13.22     Additional Borrowers and Guarantors. Addition of any
Person as a Borrower or a Guarantor to this Agreement is subject to approval of
the Administrative Agent and the Majority Lenders, and may be conditioned upon
such requirements as they may determine in their discretion, including, without
limitation, (a) the furnishing of such financial and other information as the
Administrative Agent or any such Lender may request, (b) approval by all
appropriate approval authorities of the Administrative Agent and each such
Lender, and (c) execution and delivery by the Obligated Parties, such Person,
the Administrative Agent, and the Majority Lenders of such agreements and other
documentation (including, without limitation, an amendment to this Agreement or
any other Loan Document), and the furnishing by such Person or any of the
Obligated Parties of such certificates, opinions, and other documentation, as
the Administrative Agent and any such Lender may request. Neither the
Administrative Agent nor any Lender shall have any obligation to approve any
such Person for addition as a party to this Agreement.

         Section 13.23     Express Waivers By the Obligated Parties In Respect
of Cross Guaranties and Cross Collateralization. Each Obligated Party agrees as
follows:

                  (a)      Each Obligated Party hereby waives: (i) notice of
         acceptance of this Agreement; (ii) notice of the making of any
         Revolving Loans, the issuance of any Letter of Credit, or any other
         financial accommodations made or extended under the Loan Documents or
         the creation or existence of any Obligations; (iii) notice of the
         amount of the Obligations, subject, however, to such Obligated Party's
         right to make inquiry of the Administrative Agent to ascertain the
         amount of the Obligations at any reasonable time; (iv) notice of any
         adverse change in the financial condition of any other Obligated Party
         or of any other fact that might increase such Obligated Party's risk
         with respect to such other Obligated Party under the Loan Documents;
         (v) notice of presentment for payment, demand, protest, and notice
         thereof as to any promissory notes or other instruments among the Loan
         Documents; and (vii) all other notices (except if such notice is
         specifically required to be given to such Obligated Party hereunder or
         under any of the other Loan Documents to which such Obligated Party is
         a party) and demands to which such Obligated Party might otherwise be
         entitled;

                  (b)      Each Obligated Party hereby waives the right by
         statute or otherwise to require the Administrative Agent or any Lender
         to institute suit against any other Obligated Party or to exhaust any
         rights and remedies which the Administrative Agent or

CREDIT AGREEMENT - Page 86

<PAGE>

         any Lender has or may have against any other Obligated Party. Each
         Obligated Party further waives any defense arising by reason of any
         disability or other defense of any other Obligated Party (other than
         the defense that the Obligations shall have been fully and finally
         performed and indefeasibly paid) or by reason of the cessation from any
         cause whatsoever of the liability of any such Obligated Party in
         respect thereof.

                  (c)      Each Obligated Party hereby waives and agrees not to
         assert against the Administrative Agent, any Lender, or the Letter of
         Credit Issuer: (i) any defense (legal or equitable), setoff,
         counterclaim, or claim which such Obligated Party may now or at any
         time hereafter have against any other Obligated Party or any other
         party liable under the Loan Documents; (ii) any defense, setoff,
         counterclaim, or claim of any kind or nature available to any other
         Obligated Party against the Administrative Agent, any Lender, the Bank,
         or the Letter of Credit Issuer, arising directly or indirectly from the
         present or future lack of perfection, sufficiency, validity, or
         enforceability of the Obligations or any security therefor; (iii) any
         right or defense arising by reason of any claim or defense based upon
         an election of remedies by the Administrative Agent, any Lender, the
         Bank, or the Letter of Credit Issuer under any applicable law; (iv) the
         benefit of any statute of limitations affecting any other Obligated
         Party's liability hereunder;

                  (d)      Each Obligated Party consents and agrees that,
         without notice to or by such Obligated Party and without affecting or
         impairing the obligations of such Obligated Party hereunder, the
         Administrative Agent may (subject to any requirement for consent of any
         of the Lenders to the extent required by this Agreement), by action or
         inaction: (i) compromise, settle, extend the duration or the time for
         the payment of, or discharge the performance of, or may refuse to or
         otherwise not enforce the Loan Documents; (ii) release all or any one
         or more parties to any one or more of the Loan Documents or grant other
         indulgences to any other Obligated Party in respect thereof; (iii)
         amend or modify in any manner and at any time (or from time to time)
         any of the Loan Documents; or (iv) release or substitute any Person
         liable for payment of the Obligations, or enforce, exchange, release,
         or waive any security for the Obligations or any Guaranty of the
         Obligations;

Each Obligated Party represents and warrants to the Administrative Agent and the
Lenders that such Obligated Party is currently informed of the financial
condition of all other Obligated Parties and all other circumstances which a
diligent inquiry would reveal and which bear upon the risk of nonpayment of the
Obligations. Each Obligated Party further represents and warrants that such
Obligated Party has read and understands the terms and conditions of the Loan
Documents. Each Obligated Party agrees that neither the Administrative Agent,
any Lender, the Bank, nor the Letter of Credit Issuer has any responsibility to
inform any Obligated Party of the financial condition of any other Obligated
Party or of any other circumstances which bear upon the risk of nonpayment or
nonperformance of the Obligations.

                  [Remainder of page intentionally left blank]

CREDIT AGREEMENT - Page 87

<PAGE>

         IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.

                           OBLIGATED PARTIES:

                           TEXAS INDUSTRIES, INC.

                           By: /s/ KENNETH R. ALLEN
                               ------------------------------------
                           Name:  Kenneth R. Allen
                           Title: Vice President and Treasurer

                           TXI OPERATIONS, LP

                                 By: TXI OPERATING TRUST,
                                     general partner

                                     By: /s/ KENNETH R. ALLEN
                                         --------------------------
                                     Name:  Kenneth R. Allen
                                     Title: Vice President and Treasurer

                           RIVERSIDE CEMENT COMPANY

                           By: /s/ KENNETH R. ALLEN
                               --------------------------
                           Name:  Kenneth R. Allen
                           Title: Assistant General Manager-
                                  Treasurer

                           CHAPARRAL STEEL MIDLOTHIAN, LP

                                 By: CHAPARRAL STEEL TEXAS,
                                     INC., general partner

                                     By: /s/ KENNETH R. ALLEN
                                         --------------------------
                                     Name:  Kenneth R. Allen
                                     Title: Vice President and Treasurer

CREDIT AGREEMENT - Page 88

<PAGE>

                                 CHAPARRAL (VIRGINIA) INC.

                                 By: /s/ KENNETH R. ALLEN
                                     -------------------------------
                                 Name:  Kenneth R. Allen
                                 Title: Vice President and Treasurer

CREDIT AGREEMENT - Page 89

<PAGE>

                                 ADMINISTRATIVE AGENT:

                                 BANK OF AMERICA, N. A.

                                 By: /s/ KEVIN R. KELLY
                                     ------------------------
                                 Name:  Kevin R. Kelly
                                 Title: Senior Vice President

CREDIT AGREEMENT - Page 90

<PAGE>

                                 LENDERS:

                                 BANK OF AMERICA, N.A.

                                 By: /s/ KEVIN R. KELLY
                                     ---------------------------
                                 Name:  Kevin R. Kelly
                                 Title: Senior Vice President

                                 Address for Notices:

                                 Bank of America, N.A.
                                 55 South Lake Avenue, Suite 900
                                 Pasadena, California 91101
                                 Attn: Business Credit: URGENT
                                 Telecopy: (626) 397-1273

CREDIT AGREEMENT - Page 91

<PAGE>

                                     ANNEX A
                                       to
                                Credit Agreement

           Definitions, Accounting Terms, and Interpretive Provisions

DEFINITIONS:

            Capitalized terms wherever used in the Loan Documents shall have the
following respective meanings (unless otherwise defined therein):

            "Account" and "Accounts" have the meaning specified in the Security
Agreements.

            "Accommodation Payment" has the meaning specified in Section 13.20.

            "Account Debtor" means each Person obligated in any way on or in
connection with an Account, Chattel Paper, or General Intangibles (including a
payment intangible).

            "ACH Transactions" means any cash management or related services
including, without limitation, the automated clearinghouse transfer of funds by
a Lender for the account of any Obligated Party pursuant to agreement or
overdrafts.

            "Adjusted Net Earnings from Operations" means, with respect to any
fiscal period of any Person (the "subject Person"), net income of the subject
Person on a consolidated basis after provision for income taxes for such fiscal
period, as determined in conformity with GAAP and reported on the financial
statements for such fiscal period, excluding any and all of the following
included in such net income: (a) gain, to the extent in excess of $5,000,000, or
loss arising from the sale of any capital assets (including sales of surplus
operating assets and real estate); (b) gain arising from any write-up in the
book value of any asset; (c) earnings of any other Person, substantially all the
assets of which have been acquired by the subject Person in any manner, to the
extent realized by such other Person prior to the date of acquisition; (d)
earnings of any other Person (excluding Wholly-Owned Subsidiaries) in which the
subject Person has an ownership interest unless (and only to the extent) such
earnings shall actually have been received by the subject Person in the form of
cash distributions; (e) earnings of any Person to which assets of the subject
Person shall have been sold, transferred, or disposed of, or into which subject
Person shall have been merged, or which has been a party with the subject Person
to any consolidation or other form of reorganization, prior to the date of such
transaction; (f) gain arising from the acquisition of debt or equity securities
of the subject Person or from cancellation or forgiveness of Debt; and (g) gain
or loss arising from extraordinary items, as determined in conformity with GAAP,
or from any other non-recurring transaction.

            "Administrative Agent" means the Bank, solely in its capacity as
administrative agent for the Lenders, and any successor administrative agent.

            "Affiliate" means, as to any Person (the "subject Person"), any
other Person which, directly or indirectly, is in control of, is controlled by,
or is under common control with, the subject Person or which owns, directly or
indirectly, 5.0% or more of the outstanding Capital

ANNEX A TO CREDIT AGREEMENT - Page 1

<PAGE>

Stock of the subject Person. A Person shall be deemed to control another Person
if the controlling Person possesses, directly or indirectly, the power to direct
or cause the direction of the management and policies of the other Person,
whether through the ownership of voting securities, by contract, or otherwise.

            "Agent Advances" has the meaning specified in Section 1.2(j).

            "Agent-Related Persons" means the Administrative Agent, together
with its Affiliates, and the officers, directors, employees, counsel,
representatives, agents, and attorneys-in-fact of the Administrative Agent and
its Affiliates.

            "Agent's Letter" means that certain letter agreement, dated as of
the Closing Date, among the Parent, the Borrowers, and the Administrative Agent
as such letter agreement may be amended, restated, or otherwise modified from
time to time.

            "Agent's Liens" means the Liens in the Collateral granted to the
Administrative Agent, for the benefit of the Lenders, the Bank, and the
Administrative Agent pursuant to this Agreement and the other Loan Documents.

            "Aggregate Revolver Outstandings" means, at any time, the sum of (a)
the unpaid balance of the Revolving Loans, (b) the aggregate undrawn face amount
of all outstanding Letters of Credit, and (c) the aggregate amount of any unpaid
reimbursement obligations in respect of Letters of Credit.

            "Agreement" means the Credit Agreement to which this Annex A is
attached, as amended, restated, or otherwise modified from time to time.

            "Allocable Amount" has the meaning specified in Section 13.20.

            "Anniversary Date" means an anniversary of the Closing Date.

            "Applicable Margin" means, as of the Closing Date,

                  (a)      with respect to Base Rate Revolving Loans and all
         other Obligations (other than LIBOR Rate Revolving Loans), 0.50% per
         annum; and

                  (b)      with respect to LIBOR Rate Revolving Loans, 2.50% per
         annum;

in each case subject to adjustment from time to time thereafter to the
applicable percentage specified corresponding to the Fixed Charge Coverage
Ratio, as set forth below, respectively:

ANNEX A TO CREDIT AGREEMENT - Page 2

<PAGE>

<TABLE>
<CAPTION>
==============================================================================================================
                                                                                                    LIBOR Rate
                                                                            Base Rate                Revolving
              Fixed Charge Coverage Ratio                                Revolving Loans               Loans
==============================================================================================================
<S>                                                                      <C>                        <C>
Greater than 1.25 to 1.00                                                     0.00%                    2.00%
--------------------------------------------------------------------------------------------------------------
Greater than 1.00 to 1.00 but less than or equal to 1.25 to 1.00              0.25%                    2.25%
--------------------------------------------------------------------------------------------------------------
Greater than 0.90 to 1.00 but less than or equal to 1.00 to 1.00              0.50%                    2.50%
--------------------------------------------------------------------------------------------------------------
Greater than 0.80 to 1.00 but less than or equal to 0.90 to 1.00              0.75%                    2.75%
--------------------------------------------------------------------------------------------------------------
Less than or equal to 0.80 to 1.00                                            1.00%                    3.00%
==============================================================================================================
</TABLE>

For the purpose of determining any such adjustments to the Applicable Margin,
the Fixed Charge Coverage Ratio shall be determined, beginning with the Fiscal
Quarter ending November 30, 2003, based upon the Financial Statements of the
Parent and its Subsidiaries for the immediately preceding four Fiscal Quarters
of the Parent, and for each Fiscal Quarter of the Parent ending thereafter,
delivered to the Administrative Agent and the Lenders as required by Section
5.2(a) (with respect to the Financial Statements for the last Fiscal Quarter of
each Fiscal Year) or Section 5.2(b)(ii) (with respect to the Financial
Statements for each of the other Fiscal Quarters of each Fiscal Year), and any
such adjustment, if any, shall become effective prospectively on and after the
first day of the calendar month after the date of delivery of such Financial
Statements to the Administrative Agent and the Lenders. Concurrently with the
delivery of such Financial Statements, the Parent shall deliver to the
Administrative Agent and the Lenders a certificate, signed by its chief
financial officer or chief accounting officer, setting forth in reasonable
detail the basis for the continuance of, or any change in, the Applicable
Margin. In the event the Obligated Parties fail to timely deliver any such
Financial Statements, in addition to any other remedy provided for in this
Agreement, the Applicable Margin shall be deemed to be equal to the highest
level set forth in the preceding table, until the first day of the first
calendar month following the delivery of such Financial Statements at which time
the Applicable Margin shall be determined, prospectively, in accordance with the
terms hereof. If a Default or Event of Default exists at the time any reduction
in the Applicable Margin is to be implemented, such reduction shall not occur
until the first day of the first calendar month following the date on which such
Default or Event of Default is waived or cured.

            "Arranger" shall mean Banc of America Securities LLC.

            "Assignee" has the meaning specified in Section 11.2(a).

            "Assignment and Acceptance" has the meaning specified in Section
11.2(a).

            "Attorney Costs" means and includes all reasonable fees, expenses,
and disbursements of any law firm or other counsel engaged by the Administrative
Agent and the reasonably allocated costs and expenses of internal legal services
of the Administrative Agent.

ANNEX A TO CREDIT AGREEMENT - Page 3

<PAGE>

            "Availability" means, at any time (a) the lesser of (i) the Maximum
Revolver Amount or (ii) the Borrowing Base, minus (b) the Aggregate Revolver
Outstandings.

         "Bank" means Bank of America, N.A., a national banking association, or
any successor entity thereto.

            "Bank Products" means any one or more of the following types of
services or facilities extended to any Obligated Party by any Lender or any
Affiliate of any Lender in reliance on such Lender's agreement to indemnify such
Affiliate: (a) credit cards; (b) ACH Transactions; (c) cash management,
including, without limitation, controlled disbursement services; and (d) Hedge
Agreements.

            "Bank Product Reserves" means all reserves which the Administrative
Agent from time to time establishes in its reasonable credit judgment for the
Bank Products then provided or outstanding.

         "Bankruptcy Code" means Title 11 of the United States Code (11
U.S.C. Section 101 et seq.).

            "Base Rate" means, for any day, the rate of interest in effect for
such day as publicly announced from time to time by the Bank in Charlotte, North
Carolina as its "prime rate" (the "prime rate" being a rate set by the Bank
based upon various factors including the Bank's costs and desired return,
general economic conditions, and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate). Any change in the prime rate announced by the Bank shall take effect at
the opening of business on the day specified in the public announcement of such
change. Each Interest Rate based upon the Base Rate shall be adjusted
simultaneously with any change in the Base Rate.

            "Base Rate Revolving Loan" means a Revolving Loan during any period
in which it bears interest based on the Base Rate.

            "Blocked Account Agreement" means an agreement among one or more of
the Obligated Parties, the Administrative Agent, and a Clearing Bank, in form
and substance reasonably satisfactory to the Administrative Agent, concerning
the collection of payments which represent the proceeds of Accounts or of any
other Collateral.

            "Borrower" means, separately and individually, any of TXI
Operations, LP, Riverside Cement Company, Chaparral Steel Midlothian, LP,
Chaparral (Virginia) Inc., and any other Person who becomes a party to this
Agreement as a "Borrower" pursuant to the terms hereof, jointly, severally, and
collectively, and "Borrowers" means more than one or all of the foregoing
Persons, jointly, severally, and collectively, as the context requires.

            "Borrowing" means a borrowing hereunder consisting of Revolving
Loans made on the same day by the Lenders to the Borrowers, or any of them, or
by the Bank (in the case of a Borrowing funded by Non-Ratable Loans) or by the
Administrative Agent (in the case of a Borrowing consisting of an Agent
Advance), or the issuance of a Letter of Credit hereunder.

            "Borrowing Base" means, at any time, an amount equal to the lesser
of (a) the Maximum Revolver Amount, (b) the sum of, without duplication, (i)
85.0% of the Net Amount of Eligible

ANNEX A TO CREDIT AGREEMENT - Page 4

<PAGE>

Accounts, plus (ii) the lesser of (A) 60.0% of Eligible Inventory, (B) 80.0% of
the Orderly Liquidation Value of appraised Inventory of the Borrowers, or (C)
the Maximum Inventory Loan Amount, minus (iii) Reserves, or (c) the maximum
amount of "Indebtedness" (as defined in the Senior Notes Indenture) permitted
under Section 4.09(b)(i) of the Senior Notes Indenture, less any "Indebtedness"
(as defined in the Senior Notes Indenture) which is not part of the Obligations
hereunder and is outstanding under Section 4.09(b)(i) of the Senior Notes
Indenture.

            "Borrowing Base Certificate" means a certificate by a Responsible
Officer of the Borrowers, or the Parent on behalf of the Borrowers,
substantially in the form of Exhibit B (or another form acceptable to the
Administrative Agent) setting forth the calculation of the Borrowing Base,
including a calculation of each component thereof (including to the extent a
Borrower has received notice of any Reserve from the Administrative Agent, any
of the Reserves included in such calculation pursuant to clause (b) of the
definition of Borrowing Base), all in such detail as shall be reasonably
satisfactory to the Administrative Agent. All calculations of the Borrowing Base
in connection with the preparation of any Borrowing Base Certificate shall
originally be made by the Borrowers, or the Parent on behalf of the Borrowers,
and certified to the Administrative Agent; provided that the Administrative
Agent shall have the right to review and adjust, in the exercise of its
reasonable credit judgment, any such calculation (a) to reflect its reasonable
estimate of declines in value of any of the Collateral described therein and (b)
to the extent that such calculation is not in accordance with this Agreement.

            "Business Day" means (a) any day that is not a Saturday, Sunday, or
a day on which national banks in Pasadena, California, or Charlotte, North
Carolina are required or permitted to be closed, and (b) with respect to all
notices, determinations, fundings, and payments in connection with the LIBOR
Rate or LIBOR Rate Revolving Loans, any day that is a Business Day pursuant to
clause (a) preceding and that is also a day on which trading in Dollars is
carried on by and between banks in the London interbank market.

            "CAC Segment Receivable" means any account owing to either (a) TXI
Operations, LP, or (b) Riverside Cement Company.

            "Capital Adequacy Regulation" means any guideline, request, or
directive of any central bank or other Governmental Authority, or any other law,
rule, or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any bank or of any corporation controlling a bank.

            "Capital Expenditures" means all payments made with respect to the
cost of any fixed asset or improvement, or replacement, substitution, or
addition thereto, which has a useful life of more than one year, including,
without limitation, those costs arising in connection with the direct or
indirect acquisition of such asset by way of increased product or service
charges or in connection with a Capital Lease, but excluding any such payments
that are treated as expense items in conformity with GAAP.

            "Capital Lease" means any lease of property by an Obligated Party
which, in conformity with GAAP, should be reflected as a capital lease on the
balance sheet of such Obligated Party.

ANNEX A TO CREDIT AGREEMENT - Page 5

<PAGE>

            "Capital Stock" means any and all corporate stock, units, shares,
partnership interests, membership interests, equity interests, rights,
securities, or other equivalent evidences of ownership (howsoever designated)
issued by any Person.

            "Change of Control" means the occurrence of any of the following:
(a) except as allowed by Section 7.9, the adoption of a plan relating to the
liquidation or dissolution of any Obligated Party; (b) the acquisition by any
"person" or "group" (as each such term is used in Section 13(d)(3) and Section
14(d)(2) of the Securities Exchange Act of 1934, as amended) of a direct or
indirect interest of more than 35.0% of the voting power of the voting stock of
the Parent by way of merger or consolidation or otherwise; (c) during any period
of twelve consecutive calendar months, individuals (i) who were members of the
Management Group of the Parent on the first day of such period, or (ii) whose
election or nomination for election to the Management Group of the Parent was
recommended or approved by at least a majority of the Management Group then
still in office who were members of the Management Group of the Parent on the
first day of such period, or whose election or nomination for election was so
approved, shall cease to constitute a majority of the Management Group of the
Parent; or (d) except as allowed by Section 7.9, any Borrower (other than the
Parent) shall cease to be a Wholly-Owned Subsidiary of the Parent.

            "Chattel Paper" has the meaning specified in the UCC and includes,
without limitation, electronic chattel paper.

            "Clearing Bank" means the Bank or any other banking institution with
whom a Payment Account has been established pursuant to a Blocked Account
Agreement.

            "Closing Date" means the date of this Agreement as specified in the
introductory paragraph.

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

            "Collateral" means (a) all of the "Collateral", as such term is
defined in the Security Agreements, (b) all other personal property at any time
subject to the Agent's Liens, and (c) all accessions to, substitutions for and
replacements, products and proceeds of any of the foregoing, including, but not
limited to, proceeds of any insurance policies, claims against third parties,
and condemnation or requisition payments with respect to all or any of the
foregoing.

            "Commitment" means, at any time with respect to a Lender, the
principal amount set forth beside such Lender's name under the heading
"Commitment" on Schedule A-1 or in the most recent Assignment and Acceptance to
which such Lender is a party, as such Commitment may be adjusted from time to
time in accordance with the provisions of Section 11.1 and Section 11.2, and
"Commitments" means, collectively, the aggregate amount of the Commitments of
all of the Lenders.

            "Compliance Certificate" has the meaning specified in Section
5.2(d).

            "Contaminant" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos in

ANNEX A TO CREDIT AGREEMENT - Page 6

<PAGE>

any form or condition, polychlorinated biphenyls ("PCBs"), or any constituent of
any such substance or waste.

            "Continuation/Conversion Date" means the effective date of (a) any
conversion of LIBOR Rate Revolving Loans to Base Rate Revolving Loans or of Base
Rate Revolving Loans to LIBOR Rate Revolving Loans or (b) any continuation of
LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans.

            "Convertible Subordinated Debentures" means the 5.5% convertible
subordinated debentures due June 30, 2028 issued by the Parent to TXI Capital
Trust I.

            "Convertible Trust Preferred Securities" means the 5.5% Convertible
Trust Preferred Securities, in an aggregate amount of $200,000,000 evidencing
preferred undivided beneficial interests in the assets of TXI Capital Trust I.

            "Debt" means, without duplication, with respect to any Person (the
"subject Person") all liabilities, obligations, and indebtedness of the subject
Person to any other Person, of any kind or nature, now or hereafter owing,
arising, due, or payable, howsoever evidenced, created, incurred, acquired, or
owing, whether primary, secondary, direct, contingent, fixed, or otherwise,
consisting of indebtedness for borrowed money or the deferred purchase price of
property, excluding trade payables, but including, without in any way limiting
the generality of the foregoing: (a) in the case of the Obligated Parties, the
Obligations; (b) all such indebtedness, liabilities, and obligations of any
Person secured by any Lien on the subject Person's property, even if the subject
Person shall not have assumed or become liable for the payment thereof;
provided, however, that all such indebtedness, liabilities, and obligations
which are limited in recourse to such property shall be included in Debt only to
the extent of the book value of such property as would be shown on a balance
sheet of the subject Person prepared in conformity with GAAP; (c) all such
indebtedness, liabilities, and obligations created or arising under any Capital
Lease or conditional sale or other title retention agreement with respect to
property used or acquired by the subject Person, even if the rights and remedies
of the lessor, seller, or lender thereunder are limited to repossession of such
property; provided, however, that all such indebtedness, liabilities, and
obligations which are limited in recourse to such property shall be included in
Debt only to the extent of the book value of such property as would be shown on
a balance sheet of the subject Person prepared in conformity with GAAP; (d) all
indebtedness, liabilities, and obligations under Guaranties of Debt; (e) the
present value (discounted at the Base Rate) of lease payments due under
synthetic leases; and (f) net obligations in respect of Hedge Agreements.

            "Default" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured, waived, or otherwise
remedied during such time) constitute an Event of Default.

            "Default Rate" means a fluctuating per annum interest rate at all
times equal to the sum of (a) the otherwise applicable Interest Rate, plus (b)
2.00% per annum. Each Default Rate shall be adjusted simultaneously with any
change in the applicable Interest Rate. In addition, with respect to Letters of
Credit, the Default Rate shall mean the Letter of Credit Fee Percentage, plus
2.00% per annum.

ANNEX A TO CREDIT AGREEMENT - Page 7

<PAGE>

            "Defaulting Lender" has the meaning specified in Section 12.15(c).

            "Deposit Accounts" has the meaning specified in the Security
Agreements.

            "Designated Account" has the meaning specified in Section 1.2(d).

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

            "Distribution" means, with respect to any Person (other than a
natural person): (a) the payment or making of any dividend or other distribution
of property in respect of such Person's Capital Stock (or any options or
warrants for, or other rights with respect to, such Capital Stock, including
with respect to the Parent the Convertible Subordinated Debentures and with
respect to TXI Capital Trust I the Convertible Trust Preferred Securities) of
such Person, other than distributions solely in such Person's Capital Stock (or
any options or warrants for, or other rights with respect to, such Capital
Stock, including with respect to the Parent the Convertible Subordinated
Debentures and with respect to TXI Capital Trust I the Convertible Trust
Preferred Securities) of the same class; or (b) the redemption or other
acquisition by such Person of any Capital Stock (or any options or warrants for,
or other rights with respect to, such Capital Stock, including with respect to
the Parent the Convertible Subordinated Debentures and with respect to TXI
Capital Trust I the Convertible Trust Preferred Securities) of such Person.

            "DOL" means the United States Department of Labor or any successor
department or agency.

            "Dollar" and "$" means dollars in the lawful currency of the U.S.
Unless otherwise specified, all payments under this Agreement shall be made in
Dollars.

            "Dominion Event" means (a) the occurrence of an Event of Default or
(b) the Availability at any time is less than $40,000,000.

            "Dominion Termination Period" means, any Fiscal Quarter of the
Parent occurring after a Dominion Event during which Availability equals or
exceeds $60,000,000 for each day in such Fiscal Quarter and no Event of Default
has occurred or existed.

            "EBITDA" means, with respect to any fiscal period of any Person (the
"subject Person"), Adjusted Net Earnings from Operations, plus, to the extent
deducted in the determination of Adjusted Net Earnings from Operations for such
fiscal period, Interest Expense, plus Federal, state, local, and foreign income
taxes, plus depreciation and amortization, in each case for the subject Person
on a consolidated basis.

            "Eligible Accounts" means the Accounts of a Borrower which the
Administrative Agent in the exercise of its reasonable credit judgment
determines to be Eligible Accounts. Without limiting the discretion of the
Administrative Agent to establish other criteria of ineligibility, Eligible
Accounts shall not include any Account:

ANNEX A TO CREDIT AGREEMENT - Page 8

<PAGE>

                  (a)      which is a Steel Segment Receivable, if more than 60
         days have elapsed since the original due date therefor or more than 90
         days have elapsed from the original invoice date therefor;

                  (b)      which is a CAC Segment Receivable, if more than 90
         days have elapsed since the original due date therefor or more than 150
         days have elapsed from the original invoice date therefor;

                  (c)      Eligible Accounts which are CAC Segment Receivables
         that (i) are 61 to 90 days from the original due date, and (ii)
         constitute more than 5.0% of all CAC Segment Receivables;

                  (d)      with respect to which any of the representations,
         warranties, covenants, and agreements contained in the Security
         Agreements are incorrect or have been breached;

                  (e)      with respect to which Account (or any other Account
         due from the applicable Account Debtor), in whole or in part, a check,
         promissory note, draft, trade acceptance, or other instrument for the
         payment of money has been received, presented for payment, and returned
         uncollected for any reason or which is the subject of any debit memo or
         charge-back, but only to the extent of such debit memo or charge-back;

                  (f)      which represents a progress billing (as hereinafter
         defined) or as to which the applicable Borrower has extended the time
         for payment without the consent of the Administrative Agent (for the
         purposes hereof, "progress billing" means any invoice for goods sold or
         leased or services rendered under a contract or agreement pursuant to
         which the Account Debtor's obligation to pay such invoice is
         conditioned upon such Borrower's completion of any further performance
         under such contract or agreement);

                  (g)      with respect to which any one or more of the
         following events has occurred to the Account Debtor on such Account:
         (i) death or judicial declaration of incompetency of such Account
         Debtor who is a natural person; (ii) the filing by or against such
         Account Debtor of a request or petition for liquidation,
         reorganization, arrangement, adjustment of debts, adjudication as a
         bankrupt, winding-up, or other relief under the Bankruptcy Code or any
         other bankruptcy, insolvency, or similar laws of the U.S., any state or
         territory thereof, or any foreign jurisdiction, now or hereafter in
         effect; (iii) the making of any general assignment by such Account
         Debtor for the benefit of creditors; (iv) the appointment of a receiver
         or trustee for such Account Debtor or for any of the assets of the
         Account Debtor, including, without limitation, the appointment of or
         taking possession by a "custodian," as defined in the Bankruptcy Code;
         (v) the institution by or against such Account Debtor of any other type
         of insolvency proceeding (under the Bankruptcy Code or otherwise) or of
         any formal or informal proceeding for the dissolution or liquidation
         of, settlement of claims against, or winding up of affairs of, such
         Account Debtor; (vi) the sale, assignment, or transfer of all or any
         material part of the assets of such Account Debtor; (vii) the
         nonpayment generally by such Account Debtor of its debts as they become
         due; or (viii) the cessation of the business of such Account Debtor as
         a going concern;

ANNEX A TO CREDIT AGREEMENT - Page 9

<PAGE>

                  (h)      50.0% or more of the aggregate Dollar amount of
         outstanding Accounts owed at such time by the Account Debtor thereon is
         classified as ineligible pursuant to the other provisions of this
         definition;

                  (i)      owed by an Account Debtor which (i) does not maintain
         its chief executive office in the U.S. or Canada (excluding the
         province of Newfoundland), (ii) is not organized under the laws of the
         U.S. or Canada (excluding the province of Newfoundland) or any
         political subdivision, state, province, or territory thereof, or (iii)
         is the government of any foreign country or sovereign state, or of any
         state, province, municipality, or other political subdivision thereof,
         or of any department, agency, public corporation, or other
         instrumentality thereof, except to the extent that such Account is
         secured or payable by a letter of credit the terms of which are
         satisfactory to the Administrative Agent in its discretion and which is
         in the possession of the Administrative Agent, and which, together with
         all related letter-of-credit rights (as defined in the UCC), is subject
         to a first priority Lien in favor of the Administrative Agent, for the
         benefit of the Administrative Agent and the Lenders;

                  (j)      owed by an Account Debtor which is an Affiliate or
         employee of such Borrower;

                  (k)      except as provided in clause (m) following, with
         respect to which either the perfection, enforceability, or validity of
         the Agent's Liens in such Account, or the Administrative Agent's right
         or ability to obtain direct payment to the Administrative Agent of the
         proceeds of such Account, is governed by any federal, state, or local
         statutory requirements other than those of the UCC;

                  (l)      owed by an Account Debtor to which an Obligated Party
         or any of its Affiliates, is indebted in any way (including accrued
         liabilities), or which is subject to any right of setoff or recoupment
         by the Account Debtor, unless the Account Debtor has entered into an
         agreement acceptable to the Administrative Agent to waive setoff
         rights, or if the Account Debtor thereon has disputed liability or made
         any claim with respect to any other Account due from such Account
         Debtor, but in each such case only to the extent of such indebtedness,
         setoff, recoupment, dispute, or claim;

                  (m)      owed by the government of the U.S., or any
         department, agency, public corporation, or other instrumentality
         thereof, unless the Federal Assignment of Claims Act of 1940, as
         amended (31 U.S.C. Section 3727 et seq.), and any other steps necessary
         to perfect the Agent's Liens therein, have been complied with to the
         Administrative Agent's satisfaction with respect to such Account;

                  (n)      owed by any state, municipality, or other political
         subdivision of the U.S., or any department, agency, public corporation,
         or other instrumentality thereof and as to which the Administrative
         Agent determines that its Lien therein is not or cannot be perfected;

                  (o)      which represents a sale on a bill-and-hold,
         guaranteed sale, sale and return, sale on approval, consignment, or
         other repurchase or return basis;

ANNEX A TO CREDIT AGREEMENT - Page 10

<PAGE>

                  (p)      which is evidenced by a promissory note or other
         Instrument or by Chattel Paper;

                  (q)      with respect to which the Administrative Agent
         believes, in the exercise of its reasonable credit judgment, that the
         prospect of collection of such Account is impaired or that such Account
         may not be paid by reason of the Account Debtor's financial inability
         to pay;

                  (r)      with respect to which the Account Debtor is located
         in any state requiring the filing of a Notice of Business Activities
         Report or similar report in order to permit such Borrower to seek
         judicial enforcement in such state of payment of such Account, unless
         such Borrower has qualified to do business in such state or has filed a
         Notice of Business Activities Report or equivalent report for the then
         current year;

                  (s)      which arises out of a sale not made in the ordinary
         course of such Borrower's business or which represents a sale on a cash
         or "COD" basis;

                  (t)      with respect to which the goods giving rise to such
         Account have not been shipped and delivered to and accepted by, or have
         been rejected or objected to by, the Account Debtor or the services
         giving rise to such Account have not been performed by such Borrower,
         and, if applicable, accepted by the Account Debtor, or the Account
         Debtor revokes its acceptance of such goods or services;

                  (u)      owed by an Account Debtor, or group of affiliated
         Account Debtors, which is obligated to the Obligated Parties respecting
         Accounts the aggregate unpaid balance of which exceeds 10.0% of the
         aggregate unpaid balance of all Eligible Accounts owed to the Borrowers
         at such time by all of the Borrowers' Account Debtors, but only to the
         extent of such excess;

                  (v)      which is not subject to a first priority and
         perfected security interest in favor of the Administrative Agent, for
         the benefit of the Administrative Agent and the Lenders;

                  (w)      with respect to which such Borrower or the
         Administrative Agent, in the exercise of its reasonable credit
         judgment, has deemed such Account as uncollectible or has any reason to
         believe that such Account is uncollectible;

                  (x)      which is the subject of any unreconciled variance
         between the aging of Accounts delivered to the Agent, the general
         ledger, and the applicable Borrowing Base Certificate; and

                  (y)      which the Administrative Agent determines in its
         reasonable credit judgment is ineligible for any other reason.

If any Account (or portion thereof) at any time ceases to be an Eligible
Account, then such Account (or the applicable portion thereof) shall promptly be
excluded from the calculation of the Borrowing Base.

ANNEX A TO CREDIT AGREEMENT - Page 11

<PAGE>

            "Eligible Assignee" means (a) a commercial bank, commercial finance
company, or other asset based lender having total assets in excess of
$1,000,000,000, (b) any Lender listed on the signature pages of this Agreement,
(c) any Affiliate of any Lender, and (d) if an Event of Default has occurred and
is continuing, any Person reasonably acceptable to the Administrative Agent.

            "Eligible Inventory" means Inventory, valued at the lower of cost or
market value, which the Administrative Agent, in its reasonable credit judgment,
determines to be Eligible Inventory. Without limiting the discretion of the
Administrative Agent to establish other criteria of ineligibility, Eligible
Inventory shall not include any Inventory:

                  (a)      that is not owned by a Borrower, including goods held
         by a Borrower on consignment;

                  (b)      that is not subject to the Agent's Liens, which are
         perfected as to such Inventory, or that is subject to any other Lien
         whatsoever (other than the Liens described in clause (e) of the
         definition of Permitted Liens; provided that such Permitted Liens (i)
         are junior in priority to the Agent's Liens or subject to Reserves and
         (ii) do not impair directly or indirectly the ability of the
         Administrative Agent to realize on or obtain the full benefit of the
         Collateral);

                  (c)      that is work-in-progress and raw materials, other
         than clinker, ferrous scrap, and billets;

                  (d)      that is not finished goods, other than clinker,
         ferrous scrap, and billets;

                  (e)      cement that is manufactured for specific end-users;

                  (f)      that is chemicals, samples, prototypes, supplies, or
         packing and shipping materials;

                  (g)      that is not in good condition, is unmerchantable, or
         does not meet all standards imposed by any Governmental Authority
         having regulatory authority over such goods or their use or sale;

                  (h)      that is obsolete, defective, or not currently
         salable, at prices approximating at least cost, in the normal course of
         such Borrower's business, or that is slow moving or stale;

                  (i)      that is returned, repossessed, or used goods taken in
         trade;

                  (j)      that is located outside the U.S. or that is in
         transit from vendors or suppliers; provided that the Administrative
         Agent may in its discretion include as Eligible Inventory any Inventory
         which is in transit and establish a Reserve with respect to costs and
         expenses owing for shipping and storage of such Inventory;

                  (k)      that is consigned to third parties or located in a
         public warehouse or in possession of a bailee or in a facility leased
         by such Borrower, if the applicable warehouseman, bailee, or lessor has
         not delivered to the Administrative Agent, if

ANNEX A TO CREDIT AGREEMENT - Page 12

<PAGE>

         requested by the Administrative Agent, a subordination agreement in
         form and substance satisfactory to the Administrative Agent or if a
         Reserve for rents or storage charges has not been established for
         Inventory at that location;

                  (l)      that contains or bears any Proprietary Rights
         licensed to a Borrower by any Person, if the Administrative Agent is
         not satisfied that it may sell or otherwise dispose of such Inventory
         in accordance with the terms of the Security Agreements and Section 9.2
         without infringing the rights of the licensor of such Proprietary
         Rights or violating any contract with such licensor (and without
         payment of any royalties other than any royalties due with respect to
         the sale or disposition of such Inventory pursuant to the existing
         license agreement), and, if the Administrative Agent deems it
         necessary, as to which such Borrower has not delivered to the
         Administrative Agent a consent or sublicense agreement from such
         licensor in form and substance acceptable to the Administrative Agent;
         or

                  (m)      that is not reflected in the details of a current
         perpetual inventory report.

If any Inventory at any time ceases to be Eligible Inventory, such Inventory
shall promptly be excluded from the calculation of the Borrowing Base.

            "Environmental Compliance Reserve" means any reserve which the
Administrative Agent establishes from time to time in its reasonable credit
judgment after prior written notice to the Borrowers for amounts that are
reasonably likely to be expended by an Obligated Party in order for such
Obligated Party and its operations and property (a) to comply with any notice
from a Governmental Authority asserting non-compliance with Environmental Laws
which could reasonably be expected to result in, or has resulted in, liability
in excess of $3,000,000 or otherwise could reasonably be expected to result in,
or has resulted in, a Material Adverse Effect or (b) to correct any such
material non-compliance identified in a report delivered to the Administrative
Agent and the Lenders pursuant to Section 7.7.

            "Environmental Laws" means all applicable federal, state, or local
laws, statutes, common law duties, rules, regulations, ordinances, and codes,
together with all administrative orders, directed duties, licenses,
authorizations, and permits of, and agreements with, any Governmental Authority,
in each case relating to environmental, health, safety, and land use matters.

            "Environmental Lien" means a Lien in favor of any Governmental
Authority or any other Person for (a) any liability under Environmental Laws or
(b) damages arising from, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

            "Equipment" has the meaning specified in the UCC.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
and regulations promulgated thereunder, as amended from time to time, and any
successor statute.

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with an Obligated Party within the meaning of
Section 414(b) or (c) of the Code

ANNEX A TO CREDIT AGREEMENT - Page 13

<PAGE>

(and Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).

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

            "Event of Default" has the meaning specified in Section 9.1.

            "Exchange Act" means the Securities Exchange Act of 1934, and the
regulations promulgated thereunder.

            "Existing Letters of Credit" means each of the letters of credit
listed on Schedule A-4, issued under the certain Third Amended and Restated
Credit Agreement, dated March 10, 1999, among the Parent, the lenders party
thereto, and Bank of America, N.A. (successor in interest to NationsBank, N.A.),
as amended.

            "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1.00%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to the
Bank on such day on such transactions as determined by the Administrative Agent.

            "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

            "Financial Statements" means, according to the context in which
used, the financial statements referred to in Section 5.2 and Section 6.5 or any
other financial statements required to be given to the Administrative Agent or
the Lenders pursuant to this Agreement.

ANNEX A TO CREDIT AGREEMENT - Page 14

<PAGE>

            "Fiscal Quarter" means one of the four, three calendar month
measurement periods in a Fiscal Year.

            "Fiscal Year" means, with respect to any Obligated Party, such
Obligated Party's fiscal year for financial accounting purposes. The current
Fiscal Year of the Parent will end on May 31, 2004.

            "Fixed Charge Coverage Ratio" means, as of the end of any Fiscal
Quarter of the Parent, determined for the Parent and its Subsidiaries on a
consolidated basis for the preceding four Fiscal Quarters, the ratio of EBITDA
to Fixed Charges.

            "Fixed Charges" means, with respect to any fiscal period, determined
for any Person (the "subject Person"), without duplication, the sum of Interest
Expense, Capital Expenditures (excluding in the case of the Obligated Parties
Capital Expenditures funded with Debt other than Revolving Loans, but including,
without duplication, principal payments with respect to any such Debt),
Distributions in respect of any Capital Stock, scheduled principal payments of
Debt, and Federal, state, local, and foreign income taxes (not less than zero),
excluding deferred taxes; provided that with respect to the Obligated Parties
payments made with respect to amounts owing under the Convertible Subordinated
Debentures and the Convertible Trust Preferred Securities shall constitute a
single payment equal to the largest of such payments made for the purpose of
calculating Fixed Charges.

            "Funding Date" means the date on which a Borrowing occurs.

            "GAAP" means generally accepted accounting principles and practices
set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the
Closing Date.

            "General Intangibles" has the meaning specified in the Security
Agreements.

            "Governmental Authority" means any nation or government, any state
or other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory, or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing, and any
department, agency, board, commission, tribunal, committee, or instrumentality
of any of the foregoing.

            "Guarantor" means each of (a) the Borrowers, (b) the Parent, and (c)
each other Person who becomes a party to any Guaranty Agreement pursuant to the
terms of this Agreement, and "Guarantors" means two or more of the foregoing
Persons, collectively.

            "Guaranty" means, with respect to any Person, all obligations of
such Person which in any manner directly or indirectly guarantee or assure, or
in effect guarantee or assure, the payment or performance of any indebtedness,
dividend, or other obligations of any other Person (the "guaranteed
obligations"), or assure or in effect assure the holder of the guaranteed

ANNEX A TO CREDIT AGREEMENT - Page 15

<PAGE>

obligations against loss in respect thereof, including any such obligations
incurred through an agreement, contingent or otherwise: (a) to purchase the
guaranteed obligations or any property constituting security therefor; (b) to
advance or supply funds for the purchase or payment of the guaranteed
obligations or to maintain a working capital or other balance sheet condition;
or (c) to lease property or to purchase any debt or equity securities or other
property or services.

            "Guaranty Agreement" means, each of the Parent Guaranty Agreement
and the Subsidiary Guaranty Agreement, and "Guaranty Agreements" means all of
such agreements, collectively.

            "Hedge Agreement" means any and all transactions, agreements, or
documents now existing or hereafter entered into, which provide for an interest
rate, credit, commodity, or equity swap, cap, floor, collar, forward foreign
exchange transaction, currency swap, cross currency rate swap, currency option,
or any combination of, or option with respect to, these or similar transactions,
for the purpose of hedging a Person's exposure to fluctuations in interest or
exchange rates, loan, credit exchange, security, or currency valuations, or
commodity prices.

            "IRB Debt" means all indebtedness, liabilities, and obligations of
the Parent or any of its Subsidiaries pursuant to (a) the certain Loan
Agreement, dated as of May 1, 1999, between the Parent and the City of
Midlothian Industrial Development Authority, (b) the certain Loan Agreement,
dated as of September 1, 1998, between the Parent and the Industrial Development
Authority of Dinwiddie County, Virginia, (c) the certain Loan Agreement, dated
as of August 1, 1999, between the Parent and the Industrial Development
Authority of Dinwiddie County, Virginia, and (d) all other agreements,
certificates, and instruments executed or delivered in connection with any of
the agreements described in clause (a), clause (b), and clause (c) preceding,
including, without limitation, each of the letters of credit issued by Bank of
America, N.A. (or its predecessor in interest) in connection therewith.

            "Indemnified Liabilities" has the meaning specified in Section
13.11(a).

            "Indemnified Person" has the meaning specified in Section 13.11(a).

            "Instruments" has the meaning specified in the UCC.

            "Intercompany Accounts" means all assets and liabilities, however
arising, which are due to the Parent or a Subsidiary of the Parent from, which
are due from the Parent or a Subsidiary of the Parent to, or which otherwise
arise from any transaction by the Parent or a Subsidiary of the Parent with, any
Affiliate of the Parent or a Subsidiary of the Parent.

            "Interest Expense" means, with respect to any Person for any period,
the interest expense of such Person for such period, determined in conformity
with GAAP.

            "Interest Period" means, with respect to any LIBOR Rate Revolving
Loan, the period commencing on the Funding Date of such Revolving Loan or on the
Continuation/Conversion Date on which such Revolving Loan is continued as or
converted into a LIBOR Rate Revolving Loan, and ending on the date one, two, or
three months thereafter as selected by a Borrower in its Notice of Borrowing or
Notice of Continuation/Conversion, provided that:

ANNEX A TO CREDIT AGREEMENT - Page 16

<PAGE>

                  (a)      if any Interest Period would otherwise end on a day
         that is not a Business Day, such Interest Period shall be extended to
         the following Business Day unless the result of such extension would be
         to carry such Interest Period into another calendar month, in which
         event such Interest Period shall end on the preceding Business Day;

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

                  (c)      no Interest Period shall extend beyond the Stated
         Termination Date.

            "Interest Rate" means each or any of the interest rates, including
the Default Rate, set forth in Section 2.1.

            "Inventory" has the meaning specified in the Security Agreements.

            "IRS" means the Internal Revenue Service and any Governmental
Authority succeeding to any of its principal functions under the Code.

            "Latest Projections" means: (a) on the Closing Date and thereafter
until the Administrative Agent receives new projections pursuant to Section
5.2(e), the projections of the Obligated Parties' financial condition, results
of operations, and cash flows, in each case for the period commencing on March
1, 2003 and ending on May 31, 2004 and delivered to the Administrative Agent
prior to the Closing Date; and (b) thereafter, the projections most recently
received by the Administrative Agent pursuant to Section 5.2(e).

            "Lender" and "Lenders" have the meanings specified in the
introductory paragraph hereof and shall include the Administrative Agent to the
extent of any Agent Advance outstanding and the Bank to the extent of any
Non-Ratable Loan outstanding; provided that no such Agent Advance or Non-Ratable
Loan shall be taken into account in determining any Lender's Pro Rata Share.

            "Letter of Credit" has the meaning specified in Section 1.3(a) and
includes each Existing Letter of Credit.

            "Letter of Credit Fee" has the meaning specified in Section 2.5.

            "Letter of Credit Fee Percentage" means with respect to any Letter
of Credit, on any date of determination, a per annum percentage equal to the
Applicable Margin for LIBOR Rate Revolving Loans as of such date of
determination.

            "Letter of Credit Issuer" means the Bank or any Affiliate of the
Bank that issues any Letter of Credit pursuant to this Agreement.

            "Letter of Credit Subfacility" means $40,000,000.

ANNEX A TO CREDIT AGREEMENT - Page 17

<PAGE>

            "LIBOR Rate" means, for any Interest Period, with respect to LIBOR
Rate Revolving Loans, the rate of interest per annum determined pursuant to the
following formula:

                                      Offshore Base Rate
            LIBOR Rate =    ----------------------------------------
                              1.00 - Eurodollar Reserve Percentage
            Where,

                        "Eurodollar Reserve Percentage" means, for any day
                        during any Interest Period, the reserve percentage
                        (expressed as a decimal, rounded upward to the next
                        1/100th of 1.00%) in effect on such day applicable to
                        member banks under regulations issued from time to time
                        by the Federal Reserve Board for determining the maximum
                        reserve requirement (including any emergency,
                        supplemental, or other marginal reserve requirement)
                        with respect to Eurocurrency funding (currently referred
                        to as "Eurocurrency liabilities"). The LIBOR Rate for
                        each outstanding LIBOR Rate Revolving Loan shall be
                        adjusted automatically as of the effective date of any
                        change in the Eurodollar Reserve Percentage.

                        "Offshore Base Rate" means the rate per annum appearing
                        on Telerate Page 3750 (or any successor page) as the
                        London interbank offered rate for deposits in Dollars at
                        approximately 11:00 a.m. (London time) two Business Days
                        prior to the first day of such Interest Period for a
                        term comparable to such Interest Period. If for any
                        reason such rate is not available, the Offshore Base
                        Rate shall be, for any Interest Period, the rate per
                        annum appearing on Reuters Screen LIBO Page as the
                        London interbank offered rate for deposits in Dollars at
                        approximately 11:00 a.m. (London time) two Business Days
                        prior to the first day of such Interest Period for a
                        term comparable to such Interest Period; provided,
                        however, if more than one rate is specified on Reuters
                        Screen LIBO Page, the applicable rate shall be the
                        arithmetic mean of all such rates. If for any reason
                        none of the foregoing rates is available, the Offshore
                        Base Rate shall be, for any Interest Period, the rate
                        per annum determined by the Administrative Agent as the
                        rate of interest at which Dollar deposits in the
                        approximate amount of the LIBOR Rate Revolving Loan
                        comprising part of such Borrowing would be offered by
                        the Bank's London Branch to major banks in the offshore
                        Dollar market at their request at or about 11:00 a.m.
                        (London time) two Business Days prior to the first day
                        of such Interest Period for a term comparable to such
                        Interest Period.

            "LIBOR Rate Revolving Loan" means a Revolving Loan during any period
in which it bears interest based on the LIBOR Rate.

            "Lien" means (a) any interest in property securing an obligation
owed to, or a claim by, a Person other than the owner of the property, whether
such interest is based on the common law, statute, or contract, and including a
security interest, charge, claim, or lien arising from a mortgage, deed of
trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement,
agreement, security agreement, conditional sale or trust receipt or a lease,
consignment, or bailment for security purposes, (b) to the extent not included
under clause (a) preceding, any reservation, exception, encroachment, easement,
right-of-way, covenant, condition, restriction,

ANNEX A TO CREDIT AGREEMENT - Page 18

<PAGE>

lease, or other title exception or encumbrance affecting property, and (c) any
contingent or other agreement to provide any of the foregoing.

            "Loan Account" means the loan account of the Borrowers, which
account shall be maintained by the Administrative Agent.

            "Loan Documents" means, collectively, this Agreement, the Revolving
Loan Notes, the Security Agreements, the Guaranty Agreements, agreements
providing for Bank Products (if any), and any other agreements, instruments, and
documents heretofore, now or hereafter evidencing, securing, guaranteeing, or
otherwise relating to the Obligations, the Collateral, or any other aspect of
the transactions contemplated by this Agreement.

            "Majority Lenders" means, at any time, Lenders whose Pro Rata Shares
aggregate more than 50.0% of the Commitments.

            "Management Group" means, as of any date of determination, the board
of directors, board of managers, or similar constituency having management
authority in respect of an entity under any Requirement of Law.

            "Margin Stock" means "margin stock" as such term is defined in
Regulation T, U, or X of the Federal Reserve Board.

            "Material Adverse Effect" means (a) a material adverse change in, or
a material adverse effect upon the value, condition, use, or availability of the
Collateral or upon the operations, business, properties, or condition (financial
or otherwise) of the Obligated Parties, taken as a whole, or the Collateral, (b)
a material impairment of the ability of the Obligated Parties, taken as a whole,
to perform their Obligations under the Loan Documents, or (c) a material adverse
effect upon the legality, validity, binding effect, or enforceability against
the Obligated Parties, taken as a whole, of any Loan Document.

            "Maximum Inventory Loan Amount" means (a) during the period from
April 1 of each calendar year through and including November 30 of such calendar
year, $75,000,000 and (b) during the period from December 1 of each calendar
year through and including March 31 of the following calendar year, $90,000,000.

            "Maximum Rate" means, at any time, the maximum rate of interest the
Lenders may lawfully contract for, charge, or receive in respect of the
Obligations as allowed by any Requirement of Law.

            "Maximum Revolver Amount" means $200,000,000.

            "Multi-employer Plan" means a "multi-employer plan" as defined in
Section 4001(a)(3) of ERISA which is or was at any time during the current
calendar year or the immediately preceding six calendar years contributed to by
an Obligated Party or any ERISA Affiliate.

            "Negative Pledge" means any agreement, contract, or other
arrangement whereby any Obligated Party is prohibited from, or would otherwise
be in default as a result of, creating,

ANNEX A TO CREDIT AGREEMENT - Page 19

<PAGE>

assuming, incurring, or suffering to exist, directly or indirectly, any Lien on
any of its assets in favor of the Administrative Agent under the Loan Documents.

            "Net Amount of Eligible Accounts" means, at any time, the gross
amount of Eligible Accounts, less sales, excise, or similar taxes, and less
returns, discounts, claims, credits, allowances, accrued rebates, offsets,
deductions, counterclaims, disputes, and other defenses of any nature at any
time issued, owing, granted, outstanding, available, or claimed.

            "Non-Ratable Loan" and "Non-Ratable Loans" have the respective
meanings specified in Section 1.2(i).

            "Notice of Borrowing" has the meaning specified in Section 1.2(c).

            "Notice of Continuation/Conversion" has the meaning specified in
Section 2.2(b).

            "Obligated Party" means each of the Guarantors and the Borrowers,
individually, and "Obligated Parties" means two or more of such Persons,
collectively.

            "Obligations" means all present and future loans, advances,
liabilities, obligations, covenants, duties, and debts owing by the Obligated
Parties, or any of them, to the Administrative Agent and/or any Lender, arising
under or pursuant to this Agreement or any of the other Loan Documents, whether
or not evidenced by any note, or other similar instrument or document, whether
arising from an extension of credit, opening of a letter of credit, loan,
guaranty, indemnification, or otherwise, whether direct or indirect, absolute or
contingent, due or to become due, primary or secondary, as principal or
guarantor, and including all principal, interest, charges, expenses, fees,
attorneys' fees, filing fees, and any other sums chargeable to any Obligated
Party hereunder or under any of the other Loan Documents. "Obligations"
includes, without limitation, (a) all debts, liabilities, and obligations now or
hereafter arising from or in connection with the Letters of Credit and (b) all
debts, liabilities, and obligations now or hereafter arising from or in
connection with Bank Products.

            "Orderly Liquidation Value" means, with respect to Inventory of any
Person, the orderly liquidation value thereof as determined in a manner
acceptable to the Administrative Agent by an experienced and reputable
independent appraiser acceptable to the Administrative Agent, net of all costs
of liquidation thereof.

            "Other Taxes" means any present or future stamp or documentary taxes
or any other excise or property taxes, charges, or similar levies (excluding, in
the case of each Lender and the Administrative Agent, such taxes (including
income taxes or franchise taxes) as are imposed on or measured by each Lender's
or the Administrative Agent's gross or net income) which arise from any payment
made hereunder or from the execution, delivery, or registration of, or otherwise
with respect to, this Agreement or any other Loan Documents.

            "Parent" means Texas Industries, Inc., a Delaware corporation.

            "Parent Guaranty Agreement" means that certain Guaranty Agreement
(in form and substance satisfactory to the Administrative Agent), dated
concurrently herewith, duly executed by the Parent in favor of the
Administrative Agent, for the benefit of the Administrative Agent

ANNEX A TO CREDIT AGREEMENT - Page 20

<PAGE>

and the Lenders, as such agreement may be amended, restated, or otherwise
modified and in effect from time to time.

            "Parent Security Agreement" means that certain Security Agreement
(in form and substance satisfactory to the Administrative Agent), dated
concurrently herewith, duly executed by the Parent in favor of the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, as such agreement may be amended, restated, or otherwise modified from
time to time.

            "Participant" means any commercial bank, financial institution, or
other Person not an Affiliate of the Obligated Parties who shall have been
granted the right by any Lender to participate in the financing provided by such
Lender under this Agreement, and who shall have entered into a participation
agreement in form and substance satisfactory to such Lender.

            "Payment Account" means each bank account established pursuant to a
Security Agreement, to which the funds of an Obligated Party, as applicable,
(including proceeds of Accounts and other Collateral) are deposited or credited,
and which is maintained in the name of the Administrative Agent, an Obligated
Party, or any of them, as the Administrative Agent may determine, on terms
acceptable to the Administrative Agent.

            "PBGC" means the Pension Benefit Guaranty Corporation or any
Governmental Authority succeeding to the functions thereof.

            "Pension Plan" means a pension plan (as defined in Section 3(2) of
ERISA) subject to Title IV of ERISA which any Obligated Party or any ERISA
Affiliate sponsors, maintains, or to which it makes, is making, or is obligated
to make contributions, or in the case of a Multi-employer Plan has made
contributions at any time during the immediately preceding five plan years.

            "Permitted Acquisition" means (y) an acquisition of Capital Stock or
assets permitted under the provisions of Section 7.9 and (z) an acquisition of
the Capital Stock of a Person which constitutes all or substantially all of the
issued and outstanding Capital Stock of such Person or any acquisition of
property which constitutes a significant or material portion of an existing
business of a Person by any Obligated Party, in each case under this clause (z),
in a transaction that satisfies each of the following requirements:

                  (a)      such acquisition is not a hostile or contested
         acquisition;

                  (b)      the business acquired in connection with such
         acquisition is (i) located in the U.S., (ii) organized under
         Requirements of Law of the U.S., and (iii) not engaged, directly or
         indirectly, in any line of business other than the businesses permitted
         pursuant to Section 7.17;

                  (c)      both before and after giving effect to such
         acquisition and the Revolving Loans (if any) requested to be made in
         connection therewith, each of the representations and warranties in the
         Loan Documents is true and correct (except (i) any such representation
         or warranty which relates to a specified prior date, and (ii) to the
         extent the Administrative Agent and the Lenders have been notified in
         writing by the Obligated

ANNEX A TO CREDIT AGREEMENT - Page 21

<PAGE>

         Parties that any representation or warranty is not correct and the
         Majority Lenders have explicitly waived in writing compliance with such
         representation or warranty) and no Default or Event of Default exists
         or will exist or would result therefrom;

                  (d)      (i) as soon as available, but not less than 30 days
         prior to such acquisition, the Borrowers have given the Administrative
         Agent (A) notice of such acquisition (B) a copy of all business and
         financial information reasonably requested by the Administrative Agent
         including pro forma financial statements, statements of cash flow, and
         projections of Availability and, if the Accounts and Inventory acquired
         in connection with such acquisition are proposed to be included in the
         determination of the Borrowing Base, such financial information is
         reasonably satisfactory to the Administrative Agent, and (C) a
         certificate of the Parent's chief financial officer certifying (and
         showing the calculations therefor in reasonable detail) that the
         Obligated Parties would be in compliance with the covenants set forth
         in Section 7.22 and Section 7.23 on a pro forma basis before and after
         giving effect to such acquisition (whether or not such covenants are
         being tested at such time pursuant to the provisions of Section 7.22
         and Section 7.23) and (ii) as soon as available, the information
         provided to the board of directors of the Parent with respect to such
         acquisition;

                  (e)      the aggregate cash consideration paid in connection
         with any such acquisition does not exceed $10,000,000 and the aggregate
         cash consideration paid in connection with all such acquisitions during
         the term of this Agreement does not exceed $25,000,000;

                  (f)      if such acquisition is an acquisition of the Capital
         Stock of a Person, the acquisition is structured so that the acquired
         Person shall become a wholly-owned Subsidiary of a Borrower and, (if
         applicable) subject to Section 13.22, an Obligated Party pursuant to
         the terms of this Agreement;

                  (g)      no Obligated Party shall, as a result of or in
         connection with any such acquisition, assume or incur any direct or
         contingent liabilities (whether relating to environmental, tax,
         litigation, or other matters) that could reasonably be expected, as of
         the date of such acquisition, to result in the existence or occurrence
         of a Material Adverse Effect;

                  (h)      in connection with an acquisition of the Capital
         Stock of any Person, all Liens on the Accounts, Inventory, Deposit
         Accounts, and General Intangibles of such Person shall be terminated
         unless the Majority Lenders in their sole discretion consent otherwise,
         and in connection with an acquisition of the assets of any Person, all
         Liens on such assets which consist of Accounts, Inventory, Deposit
         Accounts, and General Intangibles shall be terminated;

                  (i)      the Parent shall certify (and provide the
         Administrative Agent and the Lenders with a pro forma calculation in
         form and substance reasonably satisfactory to the Administrative Agent)
         to the Administrative Agent and the Lenders that, before and after
         giving effect to completion of such acquisition, the Availability is
         not less than $50,000,000; and

ANNEX A TO CREDIT AGREEMENT - Page 22

<PAGE>

                  (j)      no Default or Event of Default exists or would result
         therefrom.

         "Permitted Liens" means:

                  (a)      the Agent's Liens;

                  (b)      Liens, if any, which are described on Schedule A-2 on
         the Closing Date and Liens resulting from the refinancing of the
         related Debt, provided that the Debt secured thereby shall not be
         increased and the Liens shall not cover any additional property;

                  (c)      Liens for (i) taxes, fees, assessments, or other
         charges of a Governmental Authority which are not delinquent and (ii)
         taxes, fees, assessments, or other charges of a Governmental Authority
         in an amount not to exceed $3,000,000, provided that the payment of
         such taxes, fees, assessments, or other charges of a Governmental
         Authority referenced in this clause (ii) which are due and payable is
         being contested in good faith and by appropriate proceedings diligently
         pursued and as to which adequate financial reserves have been
         established in conformity with GAAP on the applicable Obligated Party's
         books and records and a stay of enforcement of any such Lien is in
         effect;

                  (d)      Liens consisting of deposits made in the ordinary
         course of business in connection with, or to secure payment of,
         obligations under worker's compensation, unemployment insurance, social
         security, and other similar laws, or to secure the performance of bids,
         tenders, or contracts (other than for the repayment of Debt) or to
         secure indemnity, performance, or other similar bonds for the
         performance of bids, tenders, or contracts (other than for the
         repayment of Debt) or to secure statutory obligations (other than Liens
         arising under ERISA or Environmental Liens) or surety or appeal bonds,
         or to secure indemnity, performance, or other similar bonds;

                  (e)      Liens securing the claims or demands of materialmen,
         mechanics, carriers, warehousemen, landlords, and other similar
         Persons, provided that if any such Lien arises from the nonpayment of
         such claims or demands when due, such claims or demands do not exceed
         $3,000,000 in the aggregate;

                  (f)      Outstanding mineral estates and mineral reservations
         and Liens constituting encumbrances in the nature of reservations,
         exceptions, encroachments, easements, rights of way, covenants running
         with the land, and other similar title exceptions or encumbrances
         affecting any Real Estate, provided that any such outstanding mineral
         estates, mineral reservations and Liens do not in the aggregate
         materially interfere with the use of such Real Estate in the ordinary
         conduct of an Obligated Party's business;

                  (g)      Liens which constitute purchase money Liens and
         secure Debt permitted under clause (c) of Section 7.13 including the
         lessors' interests under Capital Leases permitted under clause (c) of
         Section 7.13;

                  (h)      Liens arising from judgments and attachments in
         connection with court proceedings, provided that the attachment or
         enforcement of such Liens would not result

ANNEX A TO CREDIT AGREEMENT - Page 23

<PAGE>

         in an Event of Default hereunder and such Liens are being contested in
         good faith by appropriate proceedings, adequate financial reserves have
         been established on the applicable Obligated Party's books and records
         in conformity with GAAP, no material property is subject to a material
         risk of loss or forfeiture, the claims in respect of such Liens are
         fully covered by insurance (subject to ordinary and customary
         deductibles), and a stay of execution pending appeal or proceeding for
         review is in effect;

                  (i)      Liens on the assets (and proceeds thereof and
         accessions thereto, but excluding Accounts, Inventory, Deposit
         Accounts, and General Intangibles), of any Person not a Subsidiary that
         are existing at the time such assets are acquired by an Obligated
         Party, whether by merger, consolidation, purchase of assets, or
         otherwise, so long as (i) such Liens (A) are not created, incurred, or
         assumed in contemplation of such assets being acquired by such
         Obligated Party and (B) do not extend to any other assets of such
         Obligated Party or any other Obligated Party and (ii) if such assets
         are acquired as part of an acquisition of all or substantially all of
         the Capital Stock of a Person or an acquisition that constitutes a
         significant or material portion of an existing business of a Person,
         such acquisition is a Permitted Acquisition, and refinancings of such
         Liens, and the Debt secured thereby, so long as any such Lien remains
         solely on the asset or assets acquired (and proceeds thereof and
         accessions thereto, but excluding Accounts, Inventory, Deposit
         Accounts, and General Intangibles) and the amount of Debt related
         thereto is not increased; provided that in no event shall the aggregate
         unpaid principal amount of Debt secured by Liens permitted pursuant to
         clause (i) and clause (ii) preceding exceed $15,000,000 at any time
         outstanding; and

                  (j)      Liens (i) arising from rights of setoff, but
         excluding any requirement for provision of cash collateral, in favor of
         a Lender arising from any agreement entered into in connection with any
         Obligated Party obtaining Bank Products from such Lender and (ii)
         arising in favor of the Letter of Credit Issuer under the applicable
         application and reimbursement agreement delivered to the Letter of
         Credit Issuer in connection with each Letter of Credit.

provided that (i) none of such Liens listed in clause (b) through clause (g)
preceding may attach to any Accounts, (ii) none of such Liens listed in clause
(b) through clause (g) preceding, other than such Liens of a type and to the
extent provided by clause (e) preceding, may attach to any Inventory owned by a
Borrower, and (iii) none of such Liens listed in clause (e) preceding shall be a
"Permitted Lien" to the extent that any such Lien attaches to any Inventory
owned by an Obligated Party and the aggregate amount of claims or demands under
clause (e) against all Obligated Parties exceeds $3,000,000.

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

            "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which any Obligated Party sponsors or maintains or to which any Obligated
Party makes, is making, or is obligated to make contributions and includes any
Pension Plan.

ANNEX A TO CREDIT AGREEMENT - Page 24

<PAGE>

            "Proprietary Rights" has the meaning specified in the Security
Agreements.

            "Pro Forma Fixed Charge Coverage Ratio" means, at any time,
determined as of the end of any Fiscal Quarter of the Parent for the Parent and
its Subsidiaries on a consolidated basis for the immediately preceding four
Fiscal Quarters, the ratio of (a) EBITDA to (b) Fixed Charges, plus the
projected amount of interest expense to be incurred by an Obligated Party in
connection with any Debt issued pursuant to Section 7.13(h).

            "Pro Rata Share" means, with respect to a Lender, a fraction
(expressed as a percentage), the numerator of which is the amount of such
Lender's Commitment and the denominator of which is the sum of the amounts of
all of the Lenders' Commitments, or if no Commitments are outstanding, a
fraction (expressed as a percentage), the numerator of which is the amount of
Obligations owed to such Lender and the denominator of which is the aggregate
amount of the Obligations owed to the Lenders, in each case giving effect to a
Lender's participation in Non-Ratable Loans and Agent Advances.

            "Real Estate" means, with respect to any Person, all of such
Person's now or hereafter owned or leased estates in real property, including,
without limitation, all fees, leaseholds, and future interests, together with
all of such Person's now or hereafter owned or leased interests in the
improvements thereon, the fixtures attached thereto, and the easements
appurtenant thereto.

            "Release" means a release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching, or migration of a
Contaminant into the indoor or outdoor environment or into or out of any Real
Estate or other property, including the movement of Contaminants through or in
the air, soil, surface water, groundwater, or Real Estate or other property.

            "Report" has the meaning specified in Section 12.18(a).

            "Reportable Event" means, any of the events set forth in Section
4043(b) of ERISA or the regulations thereunder, other than any such event for
which the 30-day notice requirement under ERISA has been waived in regulations
issued by the PBGC.

            "Required Lenders" means at any time Lenders whose Pro Rata Shares
aggregate more than 66-2/3% of the Commitments.

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

            "Reserves" means reserves that limit the availability of credit
hereunder, consisting of reserves against Availability, Eligible Accounts, or
Eligible Inventory, established by the Administrative Agent from time to time in
the Administrative Agent's reasonable credit judgment. Without limiting the
generality of the foregoing, the following reserves shall be deemed to be a
reasonable exercise of the Administrative Agent's credit judgment: (a) Bank
Product Reserves; (b) reserves for accrued, unpaid interest on the Obligations;
(c) reserves for rent at each leased location where Eligible Inventory or the
books and records of an Obligated

ANNEX A TO CREDIT AGREEMENT - Page 25

<PAGE>

Party are maintained or kept; (d) reserves for Inventory shrinkage; (e)
Environmental Compliance Reserves; (f) reserves for customs charges; (g)
reserves for dilution of Accounts equal to 2.0% of Eligible Accounts for every
1.0% of average dilution in excess of 7.5% during the preceding three calendar
months; (h) reserves for warehousemen's or bailees' charges; and (i) reserves
for taxes, fees, assessments, and other governmental charges which are due and
unpaid.

            "Responsible Officer" means, with respect to any Obligated Party,
the chief executive officer, the president, the chief financial officer, the
treasurer, the director of corporate finance, any vice president, or any other
officer having substantially the same authority and responsibility as any of the
foregoing.

            "Restricted Investment" means, with respect to any Obligated Party,
any acquisition of property by such Obligated Party in exchange for cash or
other property, whether in the form of an acquisition of Capital Stock, debt, or
other indebtedness or obligation, or the purchase or acquisition of any other
assets or property, or a loan, advance, capital contribution, or subscription
(each of the foregoing an "Investment"), except acquisitions of Inventory in the
ordinary course of business and each of the following if made at a time when no
Default or Event of Default exists or would result therefrom: (a) acquisitions
of real and personal property in the ordinary course of business of such
Obligated Party and consistent with such Obligated Party's past practices; (b)
acquisitions of other current assets acquired in the ordinary course of business
of such Obligated Party; (c) Investments in direct obligations of the U.S., or
any agency thereof, or obligations guaranteed by the U.S., provided that such
obligations mature within one year from the date of acquisition thereof; (d)
Investments in certificates of deposit maturing within one year from the date of
investment, bankers' acceptances, Eurodollar bank deposits, or overnight bank
deposits, in each case issued by, created by, or with a bank or trust company
organized under the laws of the U.S. or any state thereof having capital and
surplus aggregating at least $100,000,000; (e) Investments in commercial paper
given a rating of "A2" or better by Standard & Poor's Corporation or "P2" or
better by Moody's Investors Service, Inc. and maturing not more than 90 days
from the date of creation thereof; (f) Investments in Hedge Agreements entered
into for the purpose of (i) limiting the amount of interest payable under this
Agreement or the Senior Notes and (ii) eliminating pricing risk with respect to
the cost of coal, natural gas, and electricity used in the Obligated Parties'
business; (g) Investments in mutual funds substantially all of the assets of
which are comprised of securities of the types described in clauses (c), (d),
and (e) preceding; (h) the net amount of Investments after the Closing Date
consisting of intercompany loans and advances between any Obligated Party and
any of its Subsidiaries which is not an Obligated Party, the aggregate net
amount of such Investments not to exceed $10,000,000 at any time outstanding;
(i) Investments existing on the Closing Date by any Obligated Party in its
Subsidiaries; (j) Investments by any Obligated Party in another Obligated Party;
(k) loans to executive officers and non-employee directors, and employees of the
Obligated Parties; provided that (i) at the time of such loan no Default or
Event of Default shall exist or result therefrom and (ii) the aggregate amount
of such loans made by the Obligated Parties and outstanding at any one time
shall not exceed $1,000,000, calculated net of any bad debt reserves; (l)
existing Investments listed on Schedule A-3); (m) Investments which are
Permitted Acquisitions; and (n) other Investments not included in clauses (a)
through (m) preceding in an aggregate amount at any time not exceeding
$1,000,000.

ANNEX A TO CREDIT AGREEMENT - Page 26

<PAGE>

            "Revolving Loan Note" and "Revolving Loan Notes" have the meanings
specified in Section 1.2(b).

            "Revolving Loans" has the meaning specified in Section 1.2 and
includes each Agent Advance and Non-Ratable Loan.

            "Security Agreements" means the Parent Security Agreement and the
Subsidiary Security Agreement.

            "Senior Notes" means each of the "Notes" as defined in and issued
under the Senior Notes Indenture.

            "Senior Notes Indenture" means that certain Indenture, dated as of
June 6, 2003, between the Parent and Wells Fargo Bank, National Association
entered into in connection with issuance of the Parent's 10 1/4% senior notes
due 2011.

            "Settlement" and "Settlement Date" have the meanings specified in
Section 12.15(a)(i).

            "Solvent" means, when used with respect to any Person, that at the
time of determination:

                  (a)      the assets of such Person, at a fair valuation, are
            in excess of the total amount of its debts (including contingent
            liabilities);

                  (b)      the present fair saleable value of its assets is
            greater than its probable liability on its existing debts as such
            debts become absolute and matured;

                  (c)      it is then able and expects to be able to pay its
            debts (including contingent debts and other commitments) as they
            mature; and

                  (d)      it has capital sufficient to carry on its business as
            conducted and as proposed to be conducted.

For purposes of determining whether a Person is Solvent, the amount of any
contingent liability shall be computed as the amount that, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

            "Stated Termination Date" means June 6, 2007.

            "Steel Segment Receivable" means any account owing to either (a)
Chaparral (Virginia), Inc. or (b) Chaparral Steel Midlothian, LP.

            "Subsidiary" means, with respect to any Person (the "subject
Person"), any corporation, association, partnership, limited liability company,
joint venture, or other business entity of which more than 50.0% of the voting
Capital Stock or other Capital Stock, is owned or controlled directly or
indirectly by the subject Person, or one or more of the Subsidiaries of the
subject Person, or a combination thereof. Unless the context otherwise clearly
requires, references herein to a "Subsidiary" refer to a Subsidiary of an
Obligated Party.

ANNEX A TO CREDIT AGREEMENT - Page 27

<PAGE>

            "Subsidiary Guaranty Agreement" means that certain Guaranty
Agreement (in form and substance satisfactory to the Administrative Agent),
dated concurrently herewith, duly executed by each Obligated Party other than
the Parent in favor of the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, as such agreement may be amended,
restated, or otherwise modified from time to time.

            "Subsidiary Security Agreement" means that certain Security
Agreement (in form and substance satisfactory to the Administrative Agent),
dated concurrently herewith, duly executed by each Obligated Party other than
the Parent in favor of the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, as such agreement may be amended,
restated, or otherwise modified from time to time.

            "Supporting Cash Deposit" has the meaning specified in Section
1.3(g).

            "Supporting Letter of Credit" has the meaning specified in Section
1.3(g).

            "Tangible Net Worth" means, as applied to any Person, at any date
and determined in conformity with GAAP, (a) total assets, minus (b) total
liabilities, excluding the outstanding amount of the Convertible Trust Preferred
Securities, minus (c) intangible assets, but excluding from the calculation of
Tangible Net Worth, the effect of any non-cash impairment charges to fixed
assets and goodwill incurred during the term of this Agreement in conformity
with GAAP.

            "Tangible Net Worth Requirement" means, as of the end of each Fiscal
Quarter of the Parent ending after the Closing Date, an amount equal to the
amount specified corresponding to the applicable Fiscal Quarter end in the table
below, respectively:

<TABLE>
<CAPTION>
==================================================================================================================
                                                                            Adjusted Tangible Net Worth
                Fiscal Quarter End                                                  Requirement
==================================================================================================================
<S>                                                                <C>
May 31, 2003                                                       $760,000,000
------------------------------------------------------------------------------------------------------------------
August 31, 2003                                                    $750,000,000, plus the cumulative amount of all
                                                                   Tangible Net Worth Requirement Increases
------------------------------------------------------------------------------------------------------------------
November 30, 2003                                                  $740,000,000, plus the cumulative amount of all
                                                                   Tangible Net Worth Requirement Increases
------------------------------------------------------------------------------------------------------------------
February 29, 2004                                                  $725,000,000, plus the cumulative amount of all
                                                                   Tangible Net Worth Requirement Increases
------------------------------------------------------------------------------------------------------------------
May 31, 2004 and each Fiscal Quarter ending thereafter             $725,000,000, plus the cumulative amount of all
                                                                   Tangible Net Worth Requirement Increases
==================================================================================================================
</TABLE>

ANNEX A TO CREDIT AGREEMENT - Page 28

<PAGE>

            "Tangible Net Worth Requirement Increase" means an amount,
determined for the Parent and its Subsidiaries on a consolidated basis as of the
end of any Fiscal Quarter of the Parent, commencing with the Fiscal Quarter
ending August 31, 2003, equal to the sum of (a) 50.0% of the amount (not less
than zero) of Net Income for each Fiscal Quarter of the Parent ending after May
31, 2004, excluding the effect of (i) any non-recurring non-cash loss
attributable to the sale of assets outside the ordinary course of business,
including any sale of an operating division or a Subsidiary and (ii) any other
non-recurring, non-cash loss, including any loss attributable to the write-down
of long-lived assets or the impairment of intangible assets (excluding any
write-down of Inventory), stock based compensation, and amortization of
financing costs, plus (b) 100% of the net amount of all equity proceeds received
by the Parent after the Closing Date. As used in this definition, a "non-cash
loss" is a loss which involves no cash expenditure by the subject Person in the
current Fiscal Year, and a "non-cash gain" is any gain which involves no cash
receipt by the subject Person in the current Fiscal Year.

            "Taxes" means any and all present or future taxes, levies, imposts,
deductions, charges, or withholdings, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Lender, such taxes
(including income taxes or franchise taxes) as are imposed on or measured by the
Administrative Agent's or such Lender's gross or net income in the jurisdiction
(whether federal, state, or local and including any political subdivision
thereof) under the laws of which the Administrative Agent or such Lender, as the
case may be, is organized or maintains a lending office.

            "Termination Date" means the earliest to occur of (a) the Stated
Termination Date, (b) the date the Total Facility is terminated (i) by the
Borrowers pursuant to Section 3.2 or (ii) pursuant to Section 9.2, and (c) the
date this Agreement is otherwise terminated for any reason whatsoever pursuant
to the terms of this Agreement.

            "Total Facility" has the meaning specified in Section 1.1.

            "UCC" means the Uniform Commercial Code (or any successor statute),
as in effect from time to time, of the State of California or of any other state
the laws of which are required as a result thereof to be applied in connection
with the issue of perfection of security interests; provided that to the extent
that the UCC is used to define any term herein or in any other documents and
such term is defined differently in different Articles or Divisions of the UCC,
the definition of such term as contained in Article or Division 9 shall govern.

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

            "Unused Letter of Credit Subfacility" means an amount equal to the
Letter of Credit Subfacility, minus the sum of (a) the aggregate undrawn amount
of all outstanding Letters of Credit, plus, without duplication, (b) the
aggregate unpaid reimbursement obligations with respect to all Letters of
Credit.

            "Unused Line Fee" has the meaning specified in Section 2.4.

ANNEX A TO CREDIT AGREEMENT - Page 29

<PAGE>

            "U.S." means the United States of America.

            "Wholly-Owned Subsidiary" when used to determine the relationship of
a Subsidiary to a Person, means a Subsidiary all of the issued and outstanding
Capital Stock (other than directors' qualifying shares) of which shall at the
time be owned by such Person or one or more of such Person's Wholly-Owned
Subsidiaries or by such Person and one or more of such Person's Wholly-Owned
Subsidiaries.

ACCOUNTING TERMS:

            Any accounting term used in this Agreement shall have, unless
otherwise specifically provided herein, the meaning customarily given to such
term in conformity with GAAP, and all financial computations in this Agreement
shall be computed, unless otherwise specifically provided herein, in conformity
with GAAP as consistently applied and using the same method for inventory
valuation as used in the preparation of the Financial Statements.

INTERPRETIVE PROVISIONS:

            Wherever used in this Agreement,

                  (a)      The meanings of defined terms are equally applicable
            to the singular and plural forms of the defined terms. Terms used
            herein that are defined in the UCC and are not otherwise defined
            herein shall have the meanings specified therefor in the UCC.

                  (b)      The words "hereof," "herein," "hereunder," and
            similar words refer to this Agreement as a whole and not to any
            particular provision of this Agreement. Section, Schedule, and
            Exhibit references are to this Agreement unless otherwise
            specified. The term "documents" includes any and all instruments,
            documents, agreements, certificates, indentures, notices, and
            other writings, however evidenced. The term "including" is not
            limiting and means "including, without limitation." In the
            computation of periods of time from a specified date to a later
            specified date, the word "from" means "from and including," the
            words "to" and "until" each mean "to but excluding" and the word
            "through" means "to and including." The word "or" is not
            exclusive. The words "hereof," "herein," "hereunder" and similar
            words refer to the Agreement as a whole and not to any particular
            provision of the Agreement, and Subsection, Section, Schedule, and
            Exhibit references are to this Agreement unless otherwise
            specified.

                  (c)      Unless otherwise expressly provided herein, (i)
            references to agreements (including this Agreement) and other
            contractual instruments shall be deemed to include all subsequent
            amendments, restatements, and other modifications thereto, but
            only to the extent such amendments, restatements, and other
            modifications are not prohibited by the terms of any Loan
            Document, and (ii) references to any statute or regulation are to
            be construed as including all statutory and regulatory provisions
            consolidating, amending, replacing, supplementing, or interpreting
            the statute or regulation.

ANNEX A TO CREDIT AGREEMENT - Page 30

<PAGE>

                  (d)      The captions and headings of this Agreement are for
            convenience of reference only and shall not affect the
            interpretation of this Agreement.

                  (e)      This Agreement and the other Loan Documents may use
            several different limitations, tests, or measurements to regulate
            the same or similar matters. All such limitations, tests, and
            measurements are cumulative and shall each be performed in
            accordance with their terms.

                  (f)      For purposes of Section 9.1, a breach of a financial
            covenant contained in Section 7.22 and Section 7.23 shall be
            deemed to have occurred as of any date of determination thereof by
            the Administrative Agent or as of the last day of any specified
            measuring period, regardless of when the Financial Statements
            reflecting such breach are delivered to the Administrative Agent
            and the Lenders.

                  (g)      This Agreement and the other Loan Documents are the
            result of negotiations among and have been reviewed by counsel to
            the Administrative Agent, each Lender, and the Obligated Parties
            and are the products of all parties. Accordingly, this Agreement
            and the other Loan Documents shall not be construed against the
            Administrative Agent, the Lender, or the Obligated Parties merely
            because of their respective involvement in their preparation.

ANNEX A TO CREDIT AGREEMENT - Page 31