<PAGE>   1
                                                                   EXHIBIT 10.16



================================================================================

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                      AMONG



                               TPC HOLDING CORP.,
                      AS THE PARENT AND THE GENERAL PARTNER

                            TEXAS PETROCHEMICALS LP,
                                 AS THE COMPANY

                           THE LENDERS DEFINED HEREIN

                                       AND

                   CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                            AS AGENT FOR THE LENDERS

                                       AND

                          ABN AMRO NORTH AMERICA, INC.,
                         AS AGENT FOR ABN AMRO BANK N.V.

                                       AND

                            THE BANK OF NOVA SCOTIA,
                   AS CO-DOCUMENTATION AGENTS FOR THE LENDERS

                                  JUNE 30, 2000



================================================================================


<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                 <C>                                                                                        <C>
ARTICLE I  DEFINITIONS; ACCOUNTING  TERMS.........................................................................2
     SECTION 1.01   Definitions...................................................................................2
     SECTION 1.02   Types of Advances............................................................................21
     SECTION 1.03   Accounting Terms.............................................................................21

ARTICLE II  THE LOANS............................................................................................22
     SECTION 2.01   The Loans....................................................................................22
     SECTION 2.02   The ESOP Loan................................................................................24
     SECTION 2.03   The Term Loans...............................................................................24
     SECTION 2.04   Notice of Advance............................................................................24
     SECTION 2.05   The Notes....................................................................................25
     SECTION 2.06   Disbursement of Funds........................................................................26
     SECTION 2.07   Conversions and Continuances.................................................................27
     SECTION 2.08   Mandatory Repayments.........................................................................27
     SECTION 2.09   Voluntary Prepayments........................................................................31
     SECTION 2.10   Method and Place of Payment/Net Payments.....................................................32
     SECTION 2.11   Pro Rata Advances/Payments...................................................................33
     SECTION 2.12   Interest.....................................................................................33
     SECTION 2.13   Interest Periods.............................................................................34
     SECTION 2.14   Interest Rate Not Ascertainable..............................................................35
     SECTION 2.15   Change in Legality...........................................................................35
     SECTION 2.16   Increased Costs, Taxes or Capital Adequacy Requirements......................................36
     SECTION 2.17   LIBOR Advance Prepayment and Default Penalties...............................................37
     SECTION 2.18   Tax Forms....................................................................................38

ARTICLE III  LETTERS OF CREDIT...................................................................................38
     SECTION 3.01   Letters of Credit............................................................................38
     SECTION 3.02   Letter of Credit Requests....................................................................39
     SECTION 3.03   Letter of Credit Participations..............................................................39
     SECTION 3.04   Increased Costs..............................................................................41
     SECTION 3.05   Conflict between Applications and Agreement..................................................42

ARTICLE IV  FEES; COMMITMENTS....................................................................................42
     SECTION 4.01   Fees.........................................................................................42
     SECTION 4.02   Voluntary Reduction of Total Revolving Credit Commitment.....................................43
     SECTION 4.03   Mandatory Reduction of Total Revolving Credit Commitment.....................................43

ARTICLE V  CONDITIONS PRECEDENT..................................................................................43
     SECTION 5.01   Conditions Precedent to the Initial Advance..................................................43
     SECTION 5.02   Conditions Precedent to All Credit Events....................................................45
     SECTION 5.03   Delivery of Documents........................................................................45
</TABLE>


                                      -ii-
<PAGE>   3


<TABLE>
<S>                 <C>                                                                                        <C>
ARTICLE VI  REPRESENTATIONS AND WARRANTIES.......................................................................46
     SECTION 6.01   Organization and Qualification...............................................................46
     SECTION 6.02   Authorization and Validity...................................................................46
     SECTION 6.03   Governmental Consents........................................................................46
     SECTION 6.04   Conflicting or Adverse Agreements or Restrictions............................................47
     SECTION 6.05   Title to Assets; Licenses and Permits........................................................47
     SECTION 6.06   Litigation...................................................................................47
     SECTION 6.07   Financial Statements.........................................................................48
     SECTION 6.08   No Defaults..................................................................................48
     SECTION 6.09   Investment Company Act.......................................................................48
     SECTION 6.10   Utility Regulation...........................................................................48
     SECTION 6.11   ERISA........................................................................................48
     SECTION 6.12   Environmental Matters........................................................................49
     SECTION 6.13   Purpose of Loans.............................................................................50
     SECTION 6.14   Subsidiaries.................................................................................50
     SECTION 6.15   Solvency.....................................................................................50
     SECTION 6.16   Accuracy of Information......................................................................50
     SECTION 6.17   Insurance....................................................................................51
     SECTION 6.18   Indebtedness and Contingent Liabilities......................................................51
     SECTION 6.19   Compliance with Laws.........................................................................51
     SECTION 6.20   Security Interests...........................................................................51
     SECTION 6.21   Material Contracts...........................................................................51
     SECTION 6.22   Year 2000 Compliance.........................................................................52

ARTICLE VII  AFFIRMATIVE COVENANTS...............................................................................52
     SECTION 7.01   Information Covenants........................................................................52
     SECTION 7.02   Books, Records and Inspections...............................................................55
     SECTION 7.03   Insurance and Maintenance of Properties......................................................55
     SECTION 7.04   Payment of Taxes.............................................................................56
     SECTION 7.05   Corporate Existence..........................................................................56
     SECTION 7.06   Compliance with Statutes.....................................................................56
     SECTION 7.07   ERISA. ......................................................................................56
     SECTION 7.08   Utility Regulation...........................................................................56
     SECTION 7.09   Subsidiaries.................................................................................57
     SECTION 7.10   Material Contracts...........................................................................57

ARTICLE VIII  NEGATIVE COVENANTS.................................................................................57
     SECTION 8.01   Change in Business...........................................................................57
     SECTION 8.02   Consolidation, Merger or Sale of Assets......................................................57
     SECTION 8.03   Indebtedness.................................................................................58
     SECTION 8.04   Liens........................................................................................59
     SECTION 8.05   Investments..................................................................................60
     SECTION 8.06   Guaranties...................................................................................60
</TABLE>


                                     -iii-
<PAGE>   4


<TABLE>
<S>                 <C>                                                                                        <C>
     SECTION 8.07   Restricted Payments.........................................................................60
     SECTION 8.08   Change in Accounting........................................................................61
     SECTION 8.09   Prepayment of Other Indebtedness............................................................61
     SECTION 8.10   Transactions with Affiliates................................................................61
     SECTION 8.11   Subsidiaries' Stock.........................................................................62
     SECTION 8.12   Material Contracts..........................................................................62
     SECTION 8.13   Financial Ratios............................................................................62
     SECTION 8.14   Capital Expenditures........................................................................63
     SECTION 8.15   Fiscal Year.................................................................................63
     SECTION 8.16   Sale/Leaseback Transactions.................................................................64

ARTICLE IX  EVENTS OF DEFAULT AND REMEDIES......................................................................64
     SECTION 9.01   Events of Default...........................................................................64
     SECTION 9.02   Primary Remedies............................................................................66
     SECTION 9.03   Other Remedies..............................................................................67

ARTICLE X  THE AGENT............................................................................................67
     SECTION 10.01  Authorization and Action....................................................................67
     SECTION 10.02  Agent's Reliance............................................................................67
     SECTION 10.03  Agent and Affiliates; Chase and Affiliates..................................................68
     SECTION 10.04  Lender Credit Decision......................................................................69
     SECTION 10.05  Agent's Indemnity...........................................................................69
     SECTION 10.06  Successor Agent.............................................................................70
     SECTION 10.07  Notice of Default...........................................................................70

ARTICLE XI  MISCELLANEOUS.......................................................................................70
     SECTION 11.01  Amendments..................................................................................70
     SECTION 11.02  Notices.....................................................................................71
     SECTION 11.03  No Waiver; Remedies.........................................................................72
     SECTION 11.04  Costs, Expenses and Taxes...................................................................72
     SECTION 11.05  Indemnity...................................................................................73
     SECTION 11.06  Right of Setoff.............................................................................74
     SECTION 11.07  Governing Law...............................................................................74
     SECTION 11.08  Interest....................................................................................74
     SECTION 11.09  Survival of Representations and Warranties..................................................75
     SECTION 11.10  Successors and Assigns; Participations......................................................76
     SECTION 11.11  Confidentiality.............................................................................78
     SECTION 11.12  Pro Rata Treatment..........................................................................78
     SECTION 11.13  Separability................................................................................78
     SECTION 11.14  Execution in Counterparts...................................................................79
     SECTION 11.15  Interpretation..............................................................................79
     SECTION 11.16  Limitation by Law...........................................................................80
     SECTION 11.17  Submission to Jurisdiction..................................................................80
     SECTION 11.18  Waiver of Jury Trial........................................................................81
     SECTION 11.19  Final Agreement of the Parties..............................................................81
     SECTION 11.20  Ratification.. .............................................................................81
     SECTION 11.21  Execution by Holdings Co., the Parent and Texas Butylene Chemical Corporation...............81
</TABLE>


                                      -iv-
<PAGE>   5



EXHIBITS AND SCHEDULES:

         Exhibit 1.01A        Form of Administrative Questionnaire
         Exhibit 1.01B        Form of Borrowing Base Certificate
         Exhibit 1.01C        Account Debtor Receivables Concentration
         Exhibit 2.04         Form of Notice of Advance
         Exhibit 2.05A        Form of Revolving Credit Note
         Exhibit 2.05B        Form of Term Note A
         Exhibit 2.05C        Form of Term Note B
         Exhibit 2.05D        Form of ESOP Note
         Exhibit 2.05E        Form of Swing Line Note
         Exhibit 3.02         Form of Letter of Credit Request
         Exhibit 11.10        Form of Assignment and Acceptance

         Schedule 1.01        Other Assets
         Schedule 6.04        Conflicting or Adverse Agreements or Restrictions
         Schedule 6.05        Schedule of Real Property
         Schedule 6.06        Existing Litigation
         Schedule 6.12        Environmental Matters
         Schedule 6.14        Subsidiaries
         Schedule 7.03        Existing Insurance
         Schedule 8.04(a)     Existing Liens
         Schedule 8.05(b)     Existing Investments
         Schedule 8.12        Material Contracts


                                     -viii-
<PAGE>   6



                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                  This AMENDED AND RESTATED CREDIT AGREEMENT dated as of June
30, 2000 is entered into by and among TPC Holding Corp., a Delaware corporation
and the sole general partner of the Company (the "Parent" or the "General
Partner"), Texas Petrochemicals LP, a Texas limited partnership (the "LP
Borrower"), the banks and other financial institutions listed on the signature
pages hereto under the caption "Lender" (together with each other Person who
becomes a Lender pursuant to Section 11.10, collectively the "Lenders") and
Chase Bank of Texas, National Association (formerly known as Texas Commerce Bank
National Association), individually as a Lender ("Chase") and as agent for the
other Lenders (in such capacity, together with any other Person who becomes the
agent pursuant to Section 10.06, the "Agent") and ABN AMRO North America, Inc.
as agent for ABN AMRO Bank N.V., and The Bank of Nova Scotia, each individually
as a Lender and together as co-documentation agents for the other Lenders (in
such latter capacity, the "Co-Documentation Agents").

                                    RECITALS

                  A. Pursuant to Articles 5.17 through 5.20 of the Texas
Business Corporation Act, as amended, Section 2.15 of the Texas Revised Limited
Partnership Act, as amended, and that certain Plan of Conversion effective June
30, 2000, Texas Petrochemicals Corporation, a Texas corporation (the "Corporate
Borrower") converted to the LP Borrower, effective June 30, 2000, as evidenced
by the Certificate of Conversion also effective June 30, 2000 (the
"Conversion"). Pursuant to Section 5.20 of the Texas Business Corporation Act,
all liabilities and obligations of the Corporate Borrower continue as
liabilities and obligations of the LP Borrower following the Conversion.

                  B. The Company (as defined below), TPC Finance Corp. ("Finance
Corp."), a Texas corporation that was merged into the Corporate Borrower, the
Agent, the Co-Documentation Agents and the lenders named therein are parties to
that certain Credit Agreement dated as of July 1, 1996, as amended by the First
Amendment to Credit Agreement dated as of March 28, 1997, a Waiver and Second
Amendment dated as of June 30, 1997, a Third Amendment to Credit Agreement dated
as of June 30, 1998 and a Fourth Amendment dated as of June 30, 1999 (said
Credit Agreement, as so amended, the "Original Credit Agreement").

                  C. Pursuant to the Original Credit Agreement, the Lenders
thereunder provided the Corporate Borrower with a credit facility pursuant to
which the Lenders committed to make (a) revolving credit loans of up to
$40,000,000.00 including a swing line facility not to exceed $5,000,000.00 and a
letter of credit facility not to exceed $7,500,000.00, (b) a term loan of
$85,000,000.00, (c) a second term loan of $45,000,000.00 and (d) a third term
loan of up to $10,000,000.00. The proceeds of the $85,000,000.00 term loan and
the $45,000,000.00 term loan and approximately $500,000.00 of the revolving
credit loans were loaned to the Parent, and were used by the Parent solely to
finance the purchase of the capital stock of Texas Olefins Company


<PAGE>   7


("TOC") and its subsidiary, TPC (as hereafter defined), pursuant to the Purchase
Agreement (as hereafter defined) and to pay certain transaction expenses
incurred in connection with such purchase. After the mergers of TOC and Finance
Corp., respectively, into and with TPC (collectively, the "Merger"), the
remaining proceeds of the $40,000,000 revolving credit loans were available to
be used for general corporate purposes and for the issuance of letters of
credit. The proceeds of the $10,000,000.00 term loan were used to fund Finance
Corp.'s loan to its employee stock ownership plan (the "ESOP") to enable the
ESOP to purchase shares of common stock of Texas Petrochemical Holdings, Inc., a
Delaware corporation ("Holding Co.").

                  D. Subject to the terms and conditions of this Agreement, the
Company, the Parent, the Agent, the Lenders and the Co-Documentation Agents have
agreed to amend and restate the Original Credit Agreement to, among other
things, reflect changes thereto as a result of the Conversion.

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants set forth herein, the Company, the Parent, the Agent, the
Lenders and the Co-Documentation Agents agree as follows:

                                    ARTICLE I
                          DEFINITIONS; ACCOUNTING TERMS

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

                  "Acquisition" has the meaning specified in Section 6.13.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in the form of Exhibit 1.01A, completed by each Lender and
provided to the Agent and the Company.

                  "Advance" means, (a) in respect of any Revolving Credit Loan,
an advance pursuant to a Notice of Advance, (b) in respect of any Swing Line
Loan, an advance made by the Swing Line Lender and (c) in respect of each of the
Term Loan A, the Term Loan B and the ESOP Loan, the single advance made July 1,
1996, in each case comprised of a single Type of Loan made by all the Lenders
concurrently (except as to any Advance made under the Swing Line Loan) to the
Company (or resulting from a conversion or continuance of all or any portion
(subject to minimums herein specified) having, in the case of LIBOR Rate
Advances, the same Interest Period (except as otherwise provided in this
Agreement)).

                  "Advance Date" means, with respect to each Advance, the
Business Day upon which the proceeds of such Advance are to be made available to
the Company.

                  "Affiliate" means any Person controlling, controlled by or
under common control with any other Person. For purposes of this definition,
"control" (including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to either


                                      -2-
<PAGE>   8


(a) vote 10% or more of the securities having ordinary voting power for election
of directors of such Person or (b) direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or otherwise. Notwithstanding the foregoing, no individual shall be
deemed to be an Affiliate of a corporation solely by reason of his or her being
an officer or director of such corporation.

                  "Agent" has the meaning specified in the introduction to this
Agreement.

                  "Agent's Letter" means that certain letter to The Sterling
Group, Inc. dated June 3, 1996 from Chase (then known as Texas Commerce Bank
National Association) and Chase Securities Inc. and acknowledged by The Sterling
Group, Inc.

                  "Agreement" means this Amended and Restated Credit Agreement,
as it may be further amended, supplemented or modified from time to time.

                  "Alternate Base Rate" means, for any day, a rate per annum
(rounded upwards to the nearest 1/100 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1% per annum. If, for any reason, the Agent shall
have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate, including the
inability or failure of the Agent to obtain sufficient quotations in accordance
with the terms hereof, the Alternate Base Rate shall be determined without
regard to clause (b) of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Alternate Base Rate Advance" means any Advance bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.

                  "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of an Alternate Base
Rate Advance and such Lender's LIBOR Lending Office in the case of a LIBOR Rate
Advance.

                  "Application for Letter of Credit" means a letter of credit
application in a form satisfactory to the Issuing Bank.

                  "Assignment and Acceptance" has the meaning specified in
Section 11.10(c).

                  "Bankruptcy Code" has the meaning specified in Section
9.01(f).

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States (or any successor) and any other banking authority
to which the Lenders are subject for Eurocurrency Liabilities or any other
category of deposits or liabilities by reference to which the LIBOR Rate is
determined.


                                      -3-
<PAGE>   9


                  "Borrowing Base" means, as to the Company and its Subsidiaries
on a consolidated basis at any time, an amount equal to the sum of (a) 85% of
Eligible Accounts plus (b) 65% of Eligible Inventory; provided that at no time
shall more than 50% of the Borrowing Base be comprised of 65% of Eligible
Inventory.

                  "Borrowing Base Certificate" means, as of any date, a
certificate as to the Borrowing Base as of such date in the form of Exhibit
1.01B.

                  "Business Day" means any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of Texas) on which banks are open
for business in Houston, Texas and New York and, if the applicable Business Day
relates to any LIBOR Rate Advance, on which dealings are carried on in the
London eurodollar market.

                  "Capital Expenditures" means all of the capital expenditures
of the Company and its Subsidiaries on a consolidated basis which, pursuant to
GAAP, are capitalized for balance sheet purposes.

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

                  "Capitalized Lease Obligations" means all lease or rental
obligations of the Company and its Subsidiaries determined on a consolidated
basis which, pursuant to GAAP, are capitalized for balance sheet purposes.

                  "Change of Control" occurs when either (a) the Parent ceases
to be the sole general partner of the Company, (b) the Limited Partner ceases to
be the sole limited partner of the Company, (c) all of the issued and
outstanding Capital Stock of the Limited Partner ceases to be owned by the
Parent, (d) all of the issued and outstanding Capital Stock of the Parent ceases
to be owned by Holding Co., or (e) any Unrelated Person or any Unrelated
Persons, other than the Designated Shareholders, acting together which would
constitute a Group together with any Affiliates or Related Persons thereof (in
each case also constituting Unrelated Persons) shall at any time either (i)
Beneficially Own more than 35% of the aggregate voting power of all classes of
Voting Stock of Holding Co. or (ii) succeed in having sufficient of its or their
nominees elected to the Board of Directors of Holding Co. such that such
nominees, when added to any existing director remaining on the Board of
Directors of Holding Co. after such election who is an Affiliate or Related
Person of such Person or Group, shall constitute a majority of the Board of
Directors of Holding Co.; provided, however, no Change of Control shall have
occurred so long as the Designated Shareholders (or any combination thereof)
shall retain more than 50% of the aggregate voting power of all classes of
Voting Stock of Holding Co. As used herein (a) "Beneficially Own" shall mean
"beneficially own" as defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended, or any successor provision thereto; provided, however, that,
for purposes of this definition, a Person


                                      -4-
<PAGE>   10


shall not be deemed to Beneficially Own securities tendered pursuant to a tender
or exchange offer made by or on behalf of such Person or any of such Person's
Affiliates until such tendered securities are accepted for purchase or exchange;
(b) "Group" shall mean a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended; (c) "Unrelated Person" shall mean at any time
any Person other than Holding Co., the Parent, the Limited Partner or any of
their respective Subsidiaries and other than any trust for any employee benefit
plan of Holding Co. or any of their respective Subsidiaries; (d) "Related
Person" of any Person shall mean any other Person owning (1) 5% or more of the
outstanding common equity interests of such Person or (2) 5% or more of the
Voting Stock of such Person; and (e) "Designated Shareholders" means (1) each
Person who owned any Capital Stock of Holding Co. on July 1, 1996 or acquired
any common stock in connection with any registration of shares of common stock
by Holding Co. for sale to certain employees of Holding Co. and its Subsidiaries
following the Merger, (2) any Person who on July 1, 1996 is or was before such
date an officer, director, stockholder, employee or consultant of The Sterling
Group, Inc., (3) the ESOP, (4) any savings or investment plan sponsored by the
Company, (5) with respect to any Person covered by the preceding clauses (1)
through (4) (A) in the case of an entity, any Affiliate of such Person, and (B)
in the case of an individual, any spouse, parent, sibling, child or grandchild
(in each case, whether such relationship arises from birth, adoption or through
marriage), or (6) any trust, limited liability company, corporation, limited or
general partnership or other entity, a majority of interest of the
beneficiaries, stockholders, partners or owners (direct or beneficial) of which
are Persons of the type referred to in the preceding clauses (1) through (5).

                  "Co-Documentation Agents" has the meaning specified in the
introduction to this Agreement.

                  "Code" means the Internal Revenue Code of 1986 and the
regulations promulgated thereunder.

                  "Commitment" means the obligation of each of the Lenders to
enter into and perform this Agreement, to make available the Loans and to issue
the Letters of Credit to the Company in the amounts shown on the signature page
of each Lender hereto (or, as to any Lender that has entered into an Assignment
and Acceptance, in the amount resulting after giving effect to each Assignment
and Acceptance entered into by such Lender) and all other duties and obligations
of the Lenders hereunder.

                  "Company" means the Corporate Borrower prior to the Conversion
and the LP Borrower thereafter.

                  "Conversion" has the meaning specified in the Recitals to this
Agreement.

                  "Corporate Borrower" has the meaning specified in the Recitals
to this Agreement.

                  "Credit Event" means the making of any Advance, the conversion
of any Advance into, or continuation of any Advance as, a LIBOR Rate Advance or
the issuance of any Letter of Credit.


                                      -5-
<PAGE>   11


                  "Current Assets" and "Current Liabilities" means, as to the
Company and its Subsidiaries determined on a consolidated basis, at any time
their aggregate current assets or current liabilities, each as determined in
accordance with GAAP; excluding, however, (a) cash and marketable securities,
(b) the current portion of long term Indebtedness, (c) during the 12-month
period preceding the Revolving Credit Maturity Date, the outstanding principal
amount of the Revolving Credit Loans, and (d) amounts payable as Employee
Bonuses.

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

                  "Default Rate" means the lesser of (a) the Highest Lawful Rate
and (b) the Alternate Base Rate or, during any Eurodollar Rate Interest Period
in which an Event of Default is continuing, the Eurodollar Rate, as the case may
be, plus, the applicable Margin plus, two percent (2%) per annum.

                  "Derivatives" means, with respect to any Person, foreign
exchange transactions and commodity, currency and interest rate swaps, floors,
caps, collars, forward sales, options and other similar transactions or
combinations of the foregoing.

                  "Designated Payment Date" means September 30, December 31,
March 31 and June 30, in any calendar year, provided, however, if in any such
year a Designated Payment Date shall be a day which is not a Business Day, such
Designated Payment Date shall be the next succeeding Business Day, and such
extension of time shall be included in determining the amount to be paid on such
date.

                  "Discount Debentures" means the unsecured senior Indebtedness
of Holding Co. evidenced by 13 1/2% Senior Discount Notes of Holding Co. due
2007 used to raise $30,000,000.00 of proceeds and any Series B Senior Discount
Notes due 2007 issued in exchange for such Senior Discount Notes.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender designated from time to time as its "Domestic Lending
Office" hereunder.

                  "EBITDA" means, with respect to the Company and its
Subsidiaries determined on a consolidated basis for the four fiscal quarters
immediately preceding the most recent Financial Statement Delivery Date, without
duplication, the result of net income less any non-cash income to the extent
included in determining net income and without giving effect to any
non-recurring items, extraordinary gains or losses from the sale of assets or
write down in the value of assets owned by the Company and its Subsidiaries for
such period plus depreciation, amortization, Interest Expense, taxes, and other
non-cash charges for such period to the extent deducted in determining net
income.

                  "Effective Date" means the date on which all conditions to
make an Advance set forth in Section 5.01 are first met or waived in accordance
with Section 11.01 hereof.


                                      -6-
<PAGE>   12


                  "Eligible Accounts" means, as to the Company and its
wholly-owned Subsidiaries on a consolidated basis at any time of determination,
all Receivables of such Persons, each of which meets all of the following
criteria on the date of any determination:

                  (a) the payment of such Receivable is not more than sixty (60)
days past due;

                  (b) such Receivable was created in connection with the sale of
Inventory or the performance of a service by the Company or any wholly-owned
Subsidiary of either of them in the ordinary course of business;

                  (c) such Receivable represents a legal, valid and binding
payment obligation of the account debtor enforceable in accordance with its
terms and arises from an enforceable contract, the performance of which, insofar
as it relates to such Receivable, has been completed by the Company or such
wholly-owned Subsidiary;

                  (d) the Company or such wholly-owned Subsidiary has good and
indefeasible title to such Receivable, and the Agent for the benefit of the
Lenders, holds a perfected first priority Lien (including compliance with the
Federal Assignment of Claims Act or any similar statute or regulation, if
necessary) in such Receivable pursuant to the Security Documents;

                  (e) such Receivable is not evidenced by a promissory note,
chattel paper or other instrument;

                  (f) such Receivable is not subject to any set-off (excluding
any Receivable set-off supported by a letter of credit satisfactory to the
Agent), counterclaim, defense, allowance, adjustment or understanding with the
account debtor thereon that in any way could reasonably be expected to adversely
affect the payment of said Receivable, and there exists no dispute by the
account debtor concerning its payment obligation for such Receivable (or the
lesser amount that is not subject to any of the same);

                  (g) such Receivable is payable in the United States and is
denominated in U.S. dollars;

                  (h) such Receivable or portion thereof due from an account
debtor (other than an account debtor listed in Exhibit 1.01C hereto) and
together with all other Receivables due from such account debtor, does not
comprise more than ten percent (10%) of the aggregate Receivables of the Company
and its wholly-owned Subsidiaries, provided, that in the event such account
debtor is rated at least BBB+ or the equivalent thereof by Standard & Poor's
Ratings Group then such Receivable together with all other Receivables due from
such account debtor does not compromise more then twenty-five (25%) of the
aggregate Receivables of the Company and its wholly-owned Subsidiaries;

                  (i) such Receivable is from an account debtor domiciled in the
United States or is backed by a letter of credit issued or confirmed by a
commercial bank rated A1 or the equivalent thereof by Standard & Poor's Ratings
Group or P1 or the equivalent thereof by Moody's Investors


                                      -7-
<PAGE>   13


Service, Inc. and such letter of credit contains terms and conditions reasonably
acceptable to the Agent;

                  (j) such Receivable is not due from an account debtor subject
to a proceeding of the kind described in Section 9.01(f) or (g); and

                  (k) such Receivable is not due from an account debtor which
the Agent has notified the Company does not have a satisfactory credit standing
(as determined on a reasonable basis by the Agent).

                  "Eligible Assignee" means (a) any Lender or any Affiliate
thereof and (b) any other bank or financial institution approved by the Agent,
the Swing Line Lender and the Company.

                  "Eligible Inventory" means, as to the Company and its
wholly-owned Subsidiaries on a consolidated basis at any time of determination,
the value (determined at the lower of cost or market) of all Inventory owned by
(and in the possession or under the control of) the Company and its wholly-owned
Subsidiaries which is located in the United States and in which the Agent for
the benefit of the Lenders has a perfected first priority security interest
other than Permitted Liens under Section 8.04(b), (c), and (e) pursuant to the
Security Documents but shall not include any of the following:

                  (a) Inventory that has been shipped or delivered to any Person
on consignment;

                  (b) Inventory that is subject to any claim disputing the
Company's or any wholly-owned Subsidiary's title to or right to possession of
such Inventory;

                  (c) any allowances, reserves or accruals related to any
Inventory, or Inventory that is not in good condition or does not comply with
any governmental requirement with respect to its manufacture, use or sale;

                  (d) Inventory evidenced by a negotiable or non-negotiable
document of title; and

                  (e) Inventory that is not saleable.

                  "Employee Bonuses" means amounts paid or to be paid under the
"TPC Cash Bonus Plan" as defined in the Purchase Agreement.

                  "Employee Plan" means any employee benefit plan, program or
policy with respect to which the Company or any ERISA Affiliate may have any
liability or any obligation to contribute, other than a Plan or a Multiemployer
Plan.

                  "Environmental Assessment" means the Phase I environmental
site assessment conducted in accordance with ASTM E 1527-94 (dated April 18,
1996) and the data base summary (dated May 28, 1996) conducted by Pilko &
Associates.


                                      -8-
<PAGE>   14


                  "Environmental Laws" means applicable federal, state or local
laws, rules or regulations, and any applicable judicial interpretations thereof,
including any judicial or administrative order, judgment, permit, approval,
decision or determination, in each case pertaining to conservation or protection
of the environment, in effect at the time in question, including the Clean Air
Act, the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), the Federal Water Pollution Control Act, the Occupational Safety and
Health Act, the Resource Conservation and Recovery Act, the Safe Drinking Water
Act, the Toxic Substances Control Act, the Superfund Amendments and
Reauthorization Act of 1986, the Hazardous Materials Transportation Act and
analogous state and local laws as may be amended from time to time thereby
imposing either more or less stringent requirements as relates to activity
occurring after the effective date of any such amendments.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 and the regulations promulgated thereunder.

                  "ERISA Affiliate" means (a) any Person which, together with
the Company is treated as a "single employer" under Section 414 of the Code and
the regulations thereunder, and (b) any Subsidiary of the Company.

                  "ESOP" has the meaning specified in the Recitals to this
Agreement.

                  "ESOP Lender" means any Lender who has made an ESOP Loan.

                  "ESOP Loan" has the meaning specified in Section 2.02.

                  "ESOP Loan Amount" means, with respect to the ESOP Loan and as
to any Lender, the amount set forth opposite such Lender's name on the signature
pages hereof under the heading "ESOP Loan Amount".

                  "ESOP Loan Maturity Date" means June 30, 2001, unless
accelerated pursuant to Section 9.02.

                  "ESOP Note" has the meaning specified in Section 2.05(d).

                  "Eurocurrency Liabilities" has the meaning specified in
Regulation D as in effect from time to time.

                  "Events of Default" has the meaning specified in Section 9.01.

                  "Excess Cash Flow" means, with respect to the Company and its
Subsidiaries determined on a consolidated basis for any fiscal year period, (a)
EBITDA for such period, minus (b) the amount equal to (i) actual Capital
Expenditures (exclusive of Capitalized Lease Obligations) incurred during such
period plus (ii) the amount of Capital Expenditures for such period permitted


                                      -9-
<PAGE>   15


to be made in the next succeeding fiscal year under Section 8.14(c) minus (iii)
the amount of Capital Expenditures carried forward from the prior fiscal year
under Section 8.14(c) for such period, minus (c) cash taxes, cash Interest
Expense and scheduled payments or any voluntary prepayment of principal made
under Term Loan A and Term Loan B and the ESOP Loan (but only to the extent that
net income for such period was not reduced for any expense incurred by the
Company for contributions to the ESOP) minus (d) any dividend or payment
permitted under Section 8.07(a)(ii) and (v) minus (e) the principal amount of
Employee Bonuses actually paid during such period and minus (f) scheduled
principal payments under Capitalized Lease Obligations made during such period.

                  "Excess Sales Proceeds" means the aggregate cash proceeds
received by the Company and its Subsidiaries determined on a consolidated basis
from the sale of all or any part of the Other Assets, net of usual and customary
fees, expenses and commissions actually incurred.

                  "Execution Date" means the date upon which this Agreement
shall have been executed by the Company, the Parent, the Lenders, the Agent and
the Co-Documentation Agents.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Agent from three
federal funds brokers of recognized standing selected by it.

                  "Fees" means all amounts payable pursuant to Section 4.01.

                  "Finance Corp." has the meaning specified in the Recitals to
this Agreement.

                  "Financials" has the meaning specified in Section 6.07.

                  "Financial Statement Delivery Date" means the last day on
which the quarterly or annual financial statements of the Company are to be
delivered to the Agent and the Lenders pursuant to Section 7.01(a) or Section
7.01(b), as the case may be.

                  "Fixed Charge Coverage Ratio" means, as to the Company and its
Subsidiaries determined on a consolidated basis, for any period a fraction, the
numerator of which is EBITDA for such period minus cash taxes for such period,
and the denominator of which is the sum of (a) scheduled payments of principal
under Term Loan A and Term Loan B and the ESOP Loan (but only to the extent that
net income for such period was not reduced for any expense incurred by the
Company for contributions to the ESOP), (b) cash Interest Expense for such
period, (c) the lesser of (i) Scheduled Capital Expenditures for such period
(other than Capital Expenditures permitted by Section 8.14(d)) and (ii) actual
Capital Expenditures for such period, (d) scheduled principal


                                      -10-
<PAGE>   16


payments under Capitalized Lease Obligations, (e) actual Employee Bonuses paid
during such period, and (f) payments permitted under Section 8.07(a)(ii), (iii)
and (v) and Section 8.07(b)(ii).

                  "GAAP" means generally accepted accounting principles as in
effect from time to time in the United States applied on a consistent basis.

                  "General Partner" means the Parent.

                  "Guaranty" means collectively (i) that certain Guaranty
Agreement dated as of July 1, 1996, executed by the Parent and Holding Co., (ii)
that certain Guaranty Agreement dated as of July 1, 1996, executed by Texas
Butylene Chemical Corporation, (iii) the Limited Partner Guaranty, and (iv) any
subsequent guaranty agreement executed and delivered pursuant to Section 7.09.

                  "Hazardous Materials" means (a) hazardous waste as defined in
applicable regulations issued pursuant to the Resource Conservation and Recovery
Act of 1976, or in any applicable federal, state or local law or regulation, (b)
hazardous substances, as defined in CERCLA, or in any applicable state or local
law or regulation, (c) gasoline or any other petroleum product, (d) toxic
substances, as defined in the Toxic Substances Control Act of 1976, or in any
applicable federal, state or local law or regulation, (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable federal, state or local law or
regulation, as each such act, statute or regulation may be amended from time to
time, and (f) asbestos.

                  "Highest Lawful Rate" means, as to any Lender, the maximum
nonusurious rate of interest that, under applicable law, may be contracted for,
taken, reserved, charged or received by such Lender on the Loans or other
obligations under the Loan Documents at any time or from time to time after
taking into account all amounts that constitute interest. If the maximum rate of
interest which, under applicable law, any of the Lenders are permitted to charge
the Company on the Loans or other obligations shall change after the date
hereof, to the extent permitted by applicable law, the Highest Lawful Rate shall
be automatically increased or decreased, as the case may be, as of the effective
time of such change without notice to the Company or any other Person.

                  "Holding Co." has the meaning specified in the Recitals to
this Agreement.

                  "Indebtedness" means, with respect to any Person, (a) all
indebtedness of such Person for borrowed money (whether by loan or the issuance
and sale of debt securities) or for the deferred purchase price of property or
services (other than accounts payable), (b) all indebtedness of such Person
created or arising under any conditional sale or other title retention agreement
with respect to any property, (c) Capitalized Lease Obligations of such Person,
(d) all guaranties of such Person of indebtedness of others (including the
granting of a Lien on the Company's or any Subsidiaries' assets or security for
such indebtedness) or other contingent liabilities of such Person for
indebtedness of others of any kind (including any letter of credit, any other
letter of credit reimbursement obligations, any guarantee of the financial
position or covenants of any Person or any obligation as buyer under any "take
or pay" contract or similar arrangement), (e) any "mark to


                                      -11-
<PAGE>   17


market" exposure resulting from any Derivatives or any hedging transaction and
(f) all obligations to deliver goods or services in consideration of advance
payments, excluding such obligations incurred in the ordinary course of business
as conducted by the Company and its Subsidiaries.

                  "Interest Expense" means, with respect to the Company and its
Subsidiaries determined on a consolidated basis, for any period the total
interest expense for such period determined in conformity with GAAP and
including any interest expense attributable to Capitalized Lease Obligations.

                  "Interest Period" has the meaning specified in Section 2.13.

                  "Inventory" means, as to the Company and its Subsidiaries,
inventory as defined in Article 9 of the Uniform Commercial Code (but excluding
work-in-process which is not readily marketable in its current form).

                  "Investment" means, as applied to any Person, any direct or
indirect purchase or other acquisition by such Person of the stock or other
securities of any other Person, or any direct or indirect loan, advance or
capital contribution by such Person to any other Person, and any other item
which would be classified as an "investment" on a balance sheet of such Person
prepared in accordance with GAAP, including any direct or indirect contribution
by such Person of property or assets to a joint venture, partnership or other
business entity in which such Person retains an interest.

                  "Issuing Bank" means, for each Letter of Credit, Chase (or, at
the option of the Company, any other Lender designated by the Company and
approved in writing by the Agent, such approval not to be unreasonably withheld)
as the issuing bank for such Letter of Credit.

                  "Lender" has the meaning provided in the introduction to this
Agreement.

                  "Letter of Credit Fee" shall mean collectively for any Letter
of Credit (a) a 0.125% per annum fronting fee payable to the Issuing Bank on the
undrawn face amount of such Letter of Credit and (b) a fee per annum payable pro
rata to each Lender equal to the greater of (i) the applicable Margin for any
LIBOR Rate Advance times the face amount of such Letter of Credit and (ii)
$500.00.

                  "Letter of Credit Obligations" means at any time the sum of
(a) the aggregate then undrawn and unexpired amount of outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit not
reimbursed pursuant to Section 3.03(c).

                  "Letter of Credit Request" has the meaning specified in
Section 3.02(a).

                  "Letters of Credit" has the meaning specified in Section
3.01(a).

                  "LIBOR Lending Office" means, with respect to each Lender, the
branches or affiliates of such Lender designated as its "LIBOR Lending Office"
from time to time hereunder.


                                      -12-
<PAGE>   18


                  "LIBOR Rate" means, with respect to any LIBOR Rate Advance for
any Interest Period, (a) the interest rate per annum shown on page 3750 of the
Dow Jones & Company Telerate screen or any successor page as the composite
offered rate for London interbank deposits with a period comparable to the
Interest Period for such LIBOR Rate Advance, as shown under the heading "USD" at
11:00 a.m. (London time) two (2) Business Days prior to the first day of such
Interest Period or (b) if the rate in clause (a) of this definition is not shown
for any particular day, the average interest rate per annum (rounded upwards, if
necessary, to the next 1/16th of 1%) offered to the Agent in the interbank
eurodollar market for dollar deposits of amounts in funds comparable to the
principal amount of the LIBOR Rate Advance to which such LIBOR Rate is to be
applicable with maturities comparable to the Interest Period for which such
LIBOR Rate will apply as of approximately 10:00 a.m. (Houston, Texas time) two
(2) Business Days prior to the commencement of such Interest Period.

                  "LIBOR Rate Advance" means any Advance bearing interest at a
rate determined by reference to the LIBOR Rate in accordance with the provisions
of Article II.

                  "Lien" means, when used with respect to any Person, any
mortgage, lien, charge, pledge, security interest or encumbrance of any kind
(whether voluntary or involuntary and whether imposed or created by operation of
law or otherwise) upon, or pledge of, any of its property or assets, whether now
owned or hereafter acquired, any lease that constitutes a security interest
pursuant to Section 1.201 of the Texas Business and Commerce Code, any capital
lease in the nature of the foregoing, any conditional sale agreement or other
title retention agreement, in each case, for the purpose, or having the effect,
of protecting a creditor against loss or securing the payment or performance of
an obligation.

                  "Limited Partner" means Petrochemical Partnership Holdings,
Inc., a Delaware corporation.

                  "Limited Partner Guaranty" means that certain Guaranty dated
the Execution Date executed by the Limited Partner.

                  "Loan" and "Loans" have the meaning specified in Section
2.03(b).

                  "Loan Documents" means this Agreement, the Notes, the Note
Modification Agreement, the Guaranty, any agreement with respect to a Derivative
entered into with a Lender existing from time to time and the Security
Documents.

                  "Loan Parties" means, collectively, the Company and its
Subsidiaries, the Parent, the Limited Partner and Holding Co. and, individually,
any one of the foregoing.

                  "LP Borrower" has the meaning specified in the introduction to
this Agreement.


                                      -13-
<PAGE>   19


                  "Majority Lenders" means Lenders holding at least 51% of the
sum of (a) the Total Revolving Credit Commitment, (b) the outstanding Term Loans
A, (c) the outstanding Term Loans B, and (d) the outstanding ESOP Loans.

                  "Margin" means, with respect to any Advance made under any
Revolving Credit Loan, the Term Loan A or the ESOP Loan, the rate of interest
per annum determined as set forth below as a function of the Type of such Loan:

                  (a) the rate determined by reference to the pricing grid below
         as a function of the ratio of Total Debt (on the last day of the
         quarter most recently ended prior to the Financial Statement Delivery
         Date that is, or most recently precedes, the date of such Advance) to
         EBITDA:

<TABLE>
<CAPTION>
                                                           LIBOR Rate                Alternate Base
                         Total Debt/EBITDA               Advance Margin                Rate Margin
                         -----------------               --------------              --------------
<S>                                                 <C>                        <C>
                             <1.50                           0.625%                          0%
                      > or = to 1.50 - <2.00                  0.75%                          0%
                      > or = to 2.00 - <2.50                  1.00%                          0%
                      > or = to 2.50 - <3.00                  1.25%                        0.25%
                      > or = to 3.00 - <3.50                  1.50%                        0.50%
                      > or = to 3.50 - <4.00                  1.75%                        0.75%
                      > or = to 4.00 - <4.50                  2.00%                        1.00%
                             >4.50                            2.50%                        1.50%
</TABLE>

                  (b) if the ratio of Total Debt (on the last day of the quarter
         most recently ended prior to the Financial Statement Delivery Date that
         is, or most recently precedes, the date of such Advance)) to EBITDA
         cannot be reasonably determined by the Agent for any Margin Period
         because of the Company's failure to timely deliver its financial
         statements until such ratio can be so determined:

<TABLE>
<CAPTION>
                            LIBOR Rate             Alternate Base
                             Advance                Rate Advance
                            ----------             --------------
<S>                                                <C>
                              2.50%                    1.50%
</TABLE>


                                      -14-
<PAGE>   20


                  (c) with respect to any Advance made under the Term Loan B,
three percent (3%) per annum,

                  (d) with respect to any Advance made under the Swing Line
Loan, the applicable Margin for any Alternate Base Rate Advance as determined in
subclause (a) or (b) above (as applicable).

                  "Margin Period" means a period commencing on the most recent
Financial Statement Delivery Date and ending on the next Financial Statement
Delivery Date.

                  "Material Adverse Effect" means, relative to any occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding), (a) a material adverse
effect on the financial condition, business, operations, prospects or assets of
the Company on an individual basis or the Company and its Subsidiaries taken as
a whole, or (b) a material impairment of the ability of the Company on an
individual basis or the Company and its Subsidiaries taken as a whole to perform
obligations under the Loan Documents or (c) an impairment of the validity or
enforceability of any Loan Document which materially affects the benefits
intended to be bestowed thereunder.

                  "Material Contracts" means those agreements listed on Schedule
8.12 hereto.

                  "Merger" has the meaning specified in the introduction to this
Agreement.

                  "Multiemployer Plan" means any plan which is a "multiemployer
plan" (as such term is defined in Section 4001(a)(3) of ERISA) to which the
Company or any ERISA Affiliate contributes or has any obligation or liability to
make contributions, including any withdrawal liability, contingent or otherwise.

                  "Note Modification Agreement" means the Note Modification
Agreement dated as of the Execution Date between the Company and the Lenders.

                  "Notes" means the Revolving Credit Notes, the Term Loan A
Notes, the Term Loan B Notes, the ESOP Notes and the Swing Line Note and "Note"
means any one of the same.

                  "Notice of Advance" has the meaning specified in Section
2.04(a).

                  "Notice of Conversion" has the meaning specified in Section
2.07.

                  "Notice of Default" has the meaning specified in Section 9.02.

                  "Obligations" means all the obligations of the Company now or
hereafter existing under the Loan Documents, whether for principal, interest,
Fees, expenses, indemnification or otherwise.


                                      -15-
<PAGE>   21


                  "Original Credit Agreement" has the meaning specified in the
Recitals to this Agreement.

                  "Other Activities" has the meaning specified in Section 10.03.

                  "Other Assets" means the assets listed on the attached
Schedule 1.01.

                  "Other Financings" has the meaning specified in Section 10.03.

                  "Parent" has the meaning specified in the introduction to this
Agreement.

                  "Parent Note" means that certain promissory note executed by
the Parent, as maker, to the Finance Corp. (prior to its merger into the
Corporate Borrower), as co-payees, dated as of July 1, 1996 in the original
principal amount of $299,750,000 evidencing the loan to Parent used solely for
the purpose of purchasing the capital stock of TOC and TPC and certain
transaction expenses incurred in connection with such purchase.

                  "Parent Pledge Agreement" means the Pledge Agreement dated as
of the date hereof from the Parent in favor of the Agent pledging the Capital
Stock of the Limited Partner.

                  "Partnership Pledge Agreement" means the Pledge Agreement
dated as of the date hereof from the Limited Partner and the Parent in favor of
the Agent pledging their respective partner interests in the Company.

                  "Payment Office" means the office of the Agent located at 712
Main Street, Houston, Texas 77002, or such other office as the Agent may
hereafter designate in writing as such to the other parties hereto.

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

                  "Permitted Investments" means, as to any Person:

                  (a) securities issued or directly and fully guaranteed or
insured by the United States or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than twelve months from the date of
acquisition by such Person,

                  (b) bankers acceptances or time deposits and certificates of
deposit with maturities of not more than twelve months from the date of
acquisition by such Person which deposits or certificates are either: (i) fully
insured by the Federal Deposit Insurance Corporation or (ii) in any Lender or
commercial bank incorporated in the United States or any United States branch of
any other commercial bank and, in the case of any such other commercial bank,
having capital, surplus and undivided profits aggregating $500,000,000 or more
with a short-term unsecured debt rating of at least A1 from Standard & Poor's
Ratings Group and P1 from Moody's Investors Service,


                                      -16-
<PAGE>   22


                  (c) commercial paper issued by any Person incorporated in the
United States rated at least A1 or the equivalent thereof by Standard & Poor's
Ratings Group and at least P1 or the equivalent thereof by Moody's Investors
Service and, in each case, maturing not more than six months after the date of
acquisition by such Person,

                  (d) investments in any security issued by an investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8) that is a money market fund in compliance with all applicable
requirements of SEC Rule 2a-7 (17 CFR 270.2a-7); and

                  (e) repurchase or reverse purchase agreements respecting
obligations with a term of not more than seven days for underlying securities of
the types described in clause (a) above entered into with any bank listed in or
meeting the qualifications specified in clause (b) above.

                  "Permitted Liens" has the meaning specified in Section 8.04.

                  "Person" means an individual, partnership, corporation
(including a business trust), limited liability company, joint stock company,
trust, unincorporated association, joint venture or other entity, or a federal,
foreign or domestic state or political subdivision thereof or any agency of such
state or subdivision.

                  "Plan" means any employee pension benefit plan (as defined in
Section 3(2) of ERISA), subject to Title IV of ERISA or Section 412 of the Code,
other than a Multiemployer Plan, with respect to which the Company, its
Subsidiaries or an ERISA Affiliate contributes or has an obligation or liability
to contribute, including any such plan that may have been terminated.

                  "Prime Rate" shall mean the rate which the Agent announces
from time to time as its prime rate, effective as of the date announced as the
effective date of any change in such prime rate. Without notice to the Company
or any other Person, the Prime Rate shall change automatically from time to time
as and in the amount by which such prime rate shall fluctuate. The Prime Rate is
a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. The Agent may make commercial loans or other
loans at rates of interest at, above or below the Prime Rate.

                  "Purchase Agreement" means that certain Stock Purchase
Agreement (including all annexes and schedules attached thereto) dated May 14,
1996 among the shareholders of TOC and TPC, as seller, the Parent, as buyer, and
Holding Co.

                  "Receivable" means, as to the Company or any of its
Subsidiaries at any time of determination thereof, the unpaid portion of the
obligation, as stated on the respective invoice, or if no invoice, other writing
or an electronic medium, of an account debtor of such Person in respect of
Inventory, goods, technology or other assets purchased and shipped or services
rendered in the ordinary course of business of such Person.


                                      -17-
<PAGE>   23


                  "Refunded Swing Line Loans" has the meaning specified in
Section 2.01(b)(ii).

                  "Register" has the meaning specified in Section 11.10(d).

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

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

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

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

                  "Release" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping or
disposing into the environment (including the abandonment or discarding of
barrels, containers and other closed receptacles) other than in accordance with
Environmental Laws.

                  "Reportable Event" means an event described in Section 4043(c)
of ERISA with respect to a Plan, other than an event described in paragraphs (1)
through (8) as to which the 30-day notice requirement has been waived by the
PBGC.

                  "Reserve Percentage" means, for any Interest Period and for
any Lender, the reserve percentage applicable during such Interest Period under
regulations issued from time to time by the Board (or if more than one such
percentage is so applicable, the daily average for such percentages for those
days in such Interest Period during which any such percentage shall be so
applicable) for determining the maximum reserve requirement (including any
marginal, supplemental or emergency reserves) for such Lender in respect of
liabilities or assets consisting of or including Eurocurrency Liabilities.

                  "Responsible Officer" means (a) with respect to the Parent or
the Limited Partner, the chairman of the board of directors, the president,
chief financial officer or treasurer and (b) with respect to the Company, a
Responsible Officer of the Parent.

                  "Revolving Credit Commitment" means, with respect to the
Revolving Credit Loans and as to any Lender, the amount set forth opposite such
Lender's name on the signature pages hereof, as modified from time to time
pursuant to the terms hereof.


                                      -18-
<PAGE>   24


                  "Revolving Credit Commitment Fee" has the meaning specified in
Section 4.01(a). "Revolving Credit Lender" means any Lender having a Revolving
Credit Commitment hereunder.

                  "Revolving Credit Loan" has the meaning specified in Section
2.01.

                  "Revolving Credit Maturity Date" means December 31, 2002,
unless accelerated pursuant to Section 9.02.

                  "Revolving Credit Note" has the meaning specified in Section
2.05(a).

                  "Scheduled Capital Expenditures" has the meaning specified in
Section 8.14.

                  "Security Documents" means all those certain security
agreements, pledge agreements, stock certificates, mortgages, assignments, UCC
financing statements, lien consents and waivers and all other similar documents
executed by the Company and its Subsidiaries, Holding Co., the Limited Partner
and/or the Parent, as the case may be, in connection herewith granting to the
Agent for the benefit of the Lenders a Lien in substantially all of the assets
of the Company and its Subsidiaries (other than the Other Assets) and the
Capital Stock of the Company, the Parent and the Limited Partner as security for
the Obligations.

                  "Subsidiary" means, with respect to any Person, (a) any
corporation, limited liability company, partnership, association, joint venture
or other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the directors (or other Persons performing
similar functions) are at the time owned by such Person, directly or indirectly
and (b) any corporation, limited liability company, partnership, association,
joint venture or other entity in which such Person, directly or indirectly, has
greater than 50% of the equity interest.

                  "Subordinated Debt" means the unsecured subordinated
Indebtedness of the Company evidenced by $225,000,000.00 aggregate principal
amount of 11_% Senior Subordinated Notes of the Company due 2006 and including
any exchange notes issued by the Company in exchange for such Senior
Subordinated Notes.

                  "Swing Line Commitment" means the Swing Line Lender's
obligation to make Swing Line Loans pursuant to Section 2.01(b).

                  "Swing Line Lender" means Chase, in its capacity as provider
of the Swing Line Loans.

                  "Swing Line Loan" or "Swing Line Loans" has the meaning
specified in Section 2.01(b).


                                      -19-
<PAGE>   25


                  "Swing Line Note" has the meaning specified in Section
2.05(e).

                  "TOC" has the meaning specified in the Recitals to this
Agreement.

                  "TPC" means Texas Petrochemical Corporation, a Texas
corporation prior to the merger of TOC and Finance Corp. into and with it.

                  "Term Loan A" has the meaning specified in Section 2.03(a).

                  "Term Loan B" has the meaning specified in Section 2.03(b).

                  "Term Loan A Amount" means, with respect to Term Loan A and as
to any Lender, the amount set forth opposite such Lender's name on the signature
pages hereof under the heading "Term Loan A Amount".

                  "Term Loan B Amount" means, with respect to Term Loan B and as
to any Lender, the amount set forth opposite such Lender's name on the signature
pages hereof under the heading "Term Loan B Amount".

                  "Term Loan A Lender" means any Lender having a Term Loan A
outstanding hereunder.

                  "Term Loan B Lender" means any Lender having a Term Loan B
outstanding hereunder.

                  "Term Loan A Maturity Date" means December 31, 2002, unless
accelerated pursuant to Section 9.02.

                  Term Loan B Maturity Date" means June 30, 2004, unless
accelerated pursuant to Section 9.02.

                  "Term Note A" has the meaning specified in Section 2.05(b).

                  "Term Note B" has the meaning specified in Section 2.05(c).

                  "Total Debt" means, as to the Company and its Subsidiaries on
a consolidated basis at any time without duplication, all Indebtedness for
borrowed money, all obligations evidenced by bonds, debentures, notes, or other
similar instruments, all Capitalized Lease Obligations, and all guaranties of
funded Indebtedness (without regard to maturity) of other Persons.

                  "Total Revolving Credit Commitment" means $40,000,000.00 as
same may be reduced pursuant to Section 4.02 or 4.03.

                  "Type" has the meaning specified in Section 1.02.


                                      -20-
<PAGE>   26


                  "Unfunded Current Liability" means, with respect to any Plan,
the amount, if any, by which the value of the benefit liabilities under the Plan
as of the close of its most recent Plan year exceeds the fair market value of
the assets of the Plan, determined in accordance with Section 412 of the Code.

                  "Unutilized Commitment" at any time, means the Total Revolving
Credit Commitment less Letter of Credit Obligations less the outstanding
Advances under the Revolving Credit Loans as same may be reduced pursuant to
Section 4.02 or 4.03.

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

                  SECTION 1.02 Types of Advances. Advances hereunder are
distinguished by "Type". The Type of an Advance refers to the determination
whether such Advance is a LIBOR Rate Advance or an Alternate Base Rate Advance.

                  SECTION 1.03 Accounting Terms. All accounting terms not
defined herein shall be construed in accordance with GAAP, as applicable, and
all calculations required to be made hereunder and all financial information
required to be provided hereunder shall be done or prepared in accordance with
GAAP.


                                      -21-
<PAGE>   27


                                   ARTICLE II
                                    THE LOANS

                  SECTION 2.01 The Loans. (a) The Revolving Credit Loans.
Subject to the terms and conditions hereof, each Revolving Credit Lender
severally agrees at any time and from time to time on and after the Effective
Date and prior to the Revolving Credit Maturity Date, to make and maintain a
revolving credit loan or loans up to the amount of such Lender's Revolving
Credit Commitment (each a "Revolving Credit Loan" and collectively, the
"Revolving Credit Loans") to the Company, which Loans (i) shall, at the option
of the Company, be made and maintained pursuant to one or more Advances
comprised of Alternate Base Rate Advances or LIBOR Rate Advances; provided that
all Loans comprising all or a portion of the same Advance shall when made be of
the same Type, (ii) in the case of any LIBOR Rate Advance, shall be made in the
minimum amount of $2,000,000.00 and integral multiples of $100,000.00, (iii) in
the case of any Alternate Base Rate Advance, shall be made in the minimum amount
of $1,000,000.00 (or if less, in the aggregate amount of the Unutilized
Commitment) and integral multiples of $100,000.00, and (iv) may be repaid and,
so long as no Default or Event of Default exists hereunder, reborrowed, at the
option of the Company in accordance with the provisions hereof. Notwithstanding
the foregoing, the aggregate outstanding principal balance of all Revolving
Credit Loans and all Swing Line Loans plus the Letter of Credit Obligations
shall not exceed the lesser of the Borrowing Base then in effect and the Total
Revolving Credit Commitment. There shall be no further Advances after the
Revolving Credit Maturity Date.

                  (b) Swing Line Commitment. (i) Subject to the terms and
conditions hereof, the Swing Line Lender agrees at any time and from time to
time on and after the Effective Date and prior to the Revolving Credit Maturity
Date, to make swing line loans (each a "Swing Line Loan" and collectively, the
"Swing Line Loans") to the Company in an aggregate principal amount at any one
time outstanding not to exceed $5,000,000.00, which Loans (A) shall be made and
maintained pursuant to one or more Advances comprised of Alternate Base Rate
Advances and which shall not be entitled to be converted into LIBOR Rate
Advances, (B) shall be made in the minimum amount of $100,000.00 (or if less, in
the aggregate amount of the Unutilized Commitment) and (C) may be repaid and, so
long as no Default or Event of Default exists hereunder, reborrowed, at the
option of the Company, in accordance with the provisions hereof. Swing Line
Loans shall constitute "Revolving Credit Loans" for all purposes hereunder,
except they shall be held by the Swing Line Lender (subject to sub-clause (ii)
below) and shall not be considered a utilization of the Revolving Credit
Commitment of any Revolving Credit Lender hereunder for purposes of calculating
the Revolving Credit Commitment Fee. Notwithstanding the foregoing, the
aggregate outstanding principal balance of all Revolving Credit Loans and Swing
Line Loans plus the Letter of Credit Obligations shall not exceed the lesser of
the Borrowing Base then in effect and the Total Revolving Credit Commitment.

                  (ii) At any time before or after a Default or Event of
         Default, the Swing Line Lender, in its sole and absolute discretion may
         give notice to the Agent to request each Revolving Credit Lender,
         including the Swing Line Lender, to make a Revolving Credit Loan as an
         Alternate Base Rate Loan in an amount equal to such Lender's percentage


                                      -22-
<PAGE>   28


         participation in the Total Revolving Credit Commitment times the
         outstanding principal balance of any Swing Line Loan (the "Refunded
         Swing Line Loan") outstanding on the date such notice is given;
         provided that the provision of this subsection shall not affect the
         obligation of the Company to prepay Swing Line Loans in accordance with
         Section 2.08(d). Unless the Revolving Credit Commitments shall have
         expired or terminated, each Revolving Credit Lender shall make the
         proceeds of its Revolving Credit Loan available to the Agent for the
         account of the Swing Line Lender on the next Business Day following
         such request, in immediately available funds. The proceeds of such
         Revolving Credit Loans shall be immediately applied to repay the
         Refunded Swing Line Loan.

                  (iii) At any time before or after a Default or Event of
         Default, if the Revolving Credit Commitments shall have expired or be
         terminated while any Swing Line Loan is outstanding, each Revolving
         Credit Lender, at the sole option of the Swing Line Lender shall
         either, (A) notwithstanding the expiration or termination of the
         Revolving Credit Commitments, make a Revolving Credit Loan as an
         Alternate Base Rate Loan which such Revolving Credit Loan shall be
         deemed a "Revolving Credit Loan" for all purposes of this Agreement and
         the other Loan Documents) or (B) be deemed, without further action by
         any Person, to have purchased from the Swing Line Lender a
         participation in such Swing Line Loan in either case in an amount equal
         to such Lender's percentage participation in the Total Revolving Credit
         Commitment times the outstanding principal balance of such Swing Line
         Loan. The Agent shall notify each such Lender of the amount of such
         Revolving Credit Loan or participation and such Lender will transfer to
         the Agent for the account of the Swing Line Lender on the next Business
         Day following such notice, in immediately available funds, the amount
         of its Revolving Credit Loan or participation.

                  (iv) If any such Lender shall not have so made its Revolving
         Credit Loans or its percentage participation available to the Agent
         pursuant to this Section 2.01(b), such Lender agrees to pay interest
         thereon for each day from such date until the date such amount is paid
         at the lesser of (1) the Federal Funds Effective Rate on the date
         payment is to be made to the Agent and (2) the Highest Lawful Rate.
         Whenever, at any time after the Agent has received from any Revolving
         Credit Lender such Lender's Revolving Credit Loan or participating
         interest in a Swing Line Loan, the Agent receives any payment on
         account thereof, the Agent will pay to such Lender its participating
         interest in such amount (appropriately adjusted, in the case of
         interest payments, to reflect the period of time during which such
         Lender's participating interest was outstanding and funded) which
         payment shall be subject to repayment by such Lender if such payment
         received by the Agent is required to be returned. Each Revolving Credit
         Lender's obligation to make the Revolving Credit Loans or purchase such
         participating interests pursuant to this Section 2.01(b) shall be
         absolute and unconditional and shall not be affected by any
         circumstance, including, without limitation, (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender or
         any other Person may have against the Swing Line Lender, the Agent or
         any other Person for any reason whatsoever; (B) the occurrence or
         continuance of a Default or an Event of Default or the termination of
         Revolving Credit Commitments; (C) the occurrence of any Material
         Adverse Effect; (D) any breach of this Agreement by the Company or any
         other Lender; or


                                      -23-
<PAGE>   29


         (E) any other circumstance, happening or event whatsoever, whether or
         not similar to any of the foregoing. Each Swing Line Loan, once so
         participated by any Revolving Credit Lender, shall cease to be a Swing
         Line Loan with respect to that amount for purposes of this Agreement
         but shall continue to be a Revolving Credit Loan and be evidenced by
         such Lender's Revolving Credit Note.

                  SECTION 2.02 The ESOP Loan. Each ESOP Lender has made to the
Company and, subject to the terms and conditions herein set forth agrees to
maintain, a term loan to the Company in an outstanding amount equal to such
Lender's ESOP Loan Amount (the "ESOP Loan"). The ESOP Loan has been fully
advanced, and no ESOP Lender has an obligation to make any additional Advance
under the ESOP Loan. Any amount repaid under the ESOP Loan may not be
reborrowed. All amounts outstanding under the ESOP Loan shall, at the option of
the Company, be made and maintained as Alternate Base Rate Advances or LIBOR
Rate Advances; provided that all Loans comprising all or a portion of the same
Advance shall be of the same Type.

                  SECTION 2.03 The Term Loans. (a) Each Term Loan A Lender has
made to the Company and, subject to the terms and conditions herein set forth
agrees to maintain, a term loan in an outstanding amount equal to such Lender's
Term Loan A Amount (the "Term Loan A") to the Company. The Term Loan A has been
advanced, and no Term Loan A Lender shall have an obligation to make any
additional Advance under the Term Loan A. Any amount repaid under the Term Loan
A may not be reborrowed. All amounts outstanding under the Term Loan A shall, at
the option of the Company, be made and maintained as Alternate Base Rate
Advances or LIBOR Rate Advances; provided that all Loans comprising all or a
portion of the same Advance shall be of the same Type.

                  (b) Each Term Loan B Lender has made to the Company and,
subject to the terms and conditions herein set forth agrees to maintain, a term
loan in an outstanding amount equal to such Lender's Term Loan B Amount (the
"Term Loan B" and, together with the ESOP Loan, Revolving Credit Loans, Swing
Line Loans, Term Loan A, and any Advances under a Letter of Credit described in
Article III hereof, the "Loans") to the Company. The Term Loan B has been fully
advanced, and no Term Loan B Lender shall have an obligation to make any
additional Advance under the Term Loan. Any amount repaid under the Term Loan B
may not be reborrowed. All amounts outstanding under the Term Loan B shall, at
the option of the Company, be made and maintained as Alternate Base Rate
Advances or LIBOR Rate Advances; provided that all Loans comprising all or a
portion of the same Advance shall be of the same Type.

                  SECTION 2.04 Notice of Advance. (a) Revolving Credit Loans.
Whenever the Company requires an Advance under the Revolving Credit Loans, it
shall give written notice thereof (a "Notice of Advance") (or telephonic notice
promptly confirmed in writing) to the Agent (i) in the case of an Alternate Base
Rate Advance, not later than 10:00 a.m. (Houston, Texas time) on the date of
such Advance and (ii) in the case of a LIBOR Rate Advance, not later than 11:00
a.m. (Houston, Texas time) three (3) Business Days prior to the date of such
Advance. Each Notice of Advance shall be irrevocable and shall be in the form of
Exhibit 2.04 hereto, specifying (A) the aggregate principal amount of the
Advance to be made, (B) the date of such Advance (which shall be a


                                      -24-
<PAGE>   30


Business Day), (C) whether it is to be an Alternate Base Rate Advance or a LIBOR
Rate Advance and (D) if the proposed Advance is to be a LIBOR Rate Advance, the
initial Interest Period to be applicable thereto. The Agent shall promptly give
the Revolving Credit Lenders written notice or telephonic notice (promptly
confirmed in writing) of each proposed Advance, of each Revolving Credit
Lender's proportionate share thereof and of the other matters covered by each
Notice of Advance.

                  (b) Swing Line Loans. Whenever the Company requires an Advance
under the Swing Line Loans, it shall give written notice thereof (or telephonic
notice promptly confirmed in writing) to the Swing Line Lender not later than
11:00 a.m. (Houston, Texas time) on the date of such Advance. Each notice shall
be irrevocable and shall specify the aggregate principal amount of such Advance
and the date of such Advance (which shall be a Business Day).

                  SECTION 2.05 The Notes. (a) The Company's obligation to repay
the Revolving Credit Loans made by each Revolving Credit Lender shall be
evidenced by a revolving credit promissory note duly executed and delivered by
the Company to each Revolving Credit Lender substantially in the form of Exhibit
2.05A hereto (each a "Revolving Credit Note" and collectively, the "Revolving
Credit Notes"), and each Revolving Credit Note shall (i) be payable to the order
of such Lender, (ii) be in a stated principal amount equal to the Revolving
Credit Commitment of such Lender, (iii) be payable prior to maturity as provided
herein and mature on the Revolving Credit Maturity Date, (iv) bear interest as
provided in the appropriate clause of Section 2.12 and (v) be entitled to the
benefits of this Agreement and the other Loan Documents.

                  (b) The Company's obligation to repay the Term Loan A made by
each Term Loan A Lender shall be evidenced by a term promissory note duly
executed and delivered by the Company to each Term Loan A Lender substantially
in the form of Exhibit 2.05B hereto (each a "Term Note A" and collectively, the
"Term Notes A"), and each Term Note A shall (i) be payable to the order of such
Lender, (ii) be in a stated principal amount equal to the Term Loan A Amount of
such Lender, (iii) be payable prior to maturity as provided herein and mature on
the Term Loan A Maturity Date, (iv) bear interest as provided in the appropriate
clause of Section 2.12 and (v) be entitled to the benefits of this Agreement and
the other Loan Documents.

                  (c) The Company's obligation to repay the Term Loan B made by
each Term Loan B Lender shall be evidenced by a term promissory note duly
executed and delivered by the Company to each Term Loan B Lender substantially
in the form of Exhibit 2.05C hereto (each a "Term Note B" and collectively, the
"Term Notes B"), and each Term Note B shall (i) be payable to the order of such
Lender, (ii) be in a stated principal amount equal to the Term Loan B Amount of
such Lender, (iii) be payable prior to maturity as provided herein and mature on
the Term Loan B Maturity Date, (iv) bear interest as provided in the appropriate
clause of Section 2.12 and (v) be entitled to the benefits of this Agreement and
the other Loan Documents.

                  (d) The Company's obligation to repay the ESOP Loan made by
each ESOP Lender shall be evidenced by a term promissory note duly executed and
delivered by the Company to each ESOP Lender substantially in the form of
Exhibit 2.05D hereto (each an "ESOP Note" and collectively, the "ESOP Notes"),
and each ESOP Note shall (i) be payable to the order of such


                                      -25-
<PAGE>   31


Lender, (ii) be in a stated principal amount equal to the ESOP Loan Amount of
such Lender, (iii) be payable prior to maturity as provided herein and mature on
the ESOP Loan Maturity Date, (iv) bear interest as provided in the appropriate
clause of Section 2.12 and (v) be entitled to the benefits of this Agreement and
the other Loan Documents.

                  (e) The Company's obligation to repay the Swing Line Loans
made by the Swing Line Lender shall be evidenced by a promissory note duly
executed and delivered by the Company to the Swing Line Lender substantially in
the form of Exhibit 2.05E hereto (the "Swing Line Note"), and shall (i) be in a
stated principal amount equal to the Swing Line Commitment, (ii) be payable
prior to maturity as provided herein and mature on the Revolving Credit Maturity
Date, (iii) bear interest as provided in the appropriate clause of Section 2.12
and (iv) be entitled to the benefits of this Agreement and the other Loan
Documents.

                  SECTION 2.06 Disbursement of Funds. (a) With respect to any
Advance to be made hereunder (other than any Advance to be made under the Swing
Line Loan), no later than 1:00 p.m. (Houston, Texas time) on any Advance Date,
each Lender shall make available its pro rata portion of the amount of such
Advance in U.S. dollars and in immediately available funds at the Payment
Office. The Agent shall credit the amounts so received to the general deposit
account of the Company maintained with the Agent or as otherwise directed by the
Company.

                  (b) With respect to any Advance to be made under the Swing
Line Loan, no later than 2:00 p.m. (Houston, Texas time) on the requested
Advance Date, the Swing Line Lender shall make available to the Company in
immediately available funds the amount of such Advance at the Company's general
deposit account maintained with the Swing Line Bank or as otherwise directed by
the Company.

                  (c) Unless the Agent shall have been notified by any Lender
prior to disbursement of an Advance by the Agent that such Lender does not
intend to make available to the Agent such Lender's portion of the Advance to be
made on such date, the Agent may assume that such Lender has made such amount
available to the Agent on such Advance Date and the Agent may, in reliance upon
such assumption, make available to the Company a corresponding amount. If such
corresponding amount is not in fact made available to the Agent by such Lender
and the Agent has made available same to the Company, the Agent shall be
entitled to recover such corresponding amount on demand from such Lender. If
such Lender does not pay such corresponding amount forthwith upon the Agent's
demand therefor, the Agent shall promptly notify the Company, and the Company
shall pay such corresponding amount to the Agent within two (2) Business Days
after demand therefor. The Agent shall also be entitled to recover from such
Lender or the Company, as the case may be, interest on such corresponding amount
from the date such corresponding amount was made available by the Agent to the
Company to the date such corresponding amount is recovered by the Agent, at a
rate per annum equal to, (i) as to any Lender, the Federal Funds Effective Rate
on the date of such Advance and (ii) as to the Company, at the rate per annum
applicable to such Loan plus the applicable Margin. Nothing herein shall be
deemed to relieve any Lender from its obligation to fulfill its commitments
hereunder or to prejudice any rights which the Company may have against any
Lender as a result of any default by such Lender hereunder.


                                      -26-
<PAGE>   32


                  SECTION 2.07 Conversions and Continuances. Subject to the
provisions of Section 2.17 hereof, the Company shall have the option to convert
on any Business Day all or a portion of the outstanding principal amount of one
Type of Advance into another Type of Advance (other than Advances under the
Swing Line Loan which at all times must be maintained as Alternate Base Rate
Advances) or continue any LIBOR Advance for an additional Interest Period,
provided, no Advances may be converted into or continued as LIBOR Rate Advances
if a Default or Event of Default is in existence on the date of the conversion
or continuation. Except as provided in Section 2.13(b), each such conversion or
continuation shall be effected by the Company giving the Agent written notice
(each a "Notice of Conversion") prior to 11:00 a.m. (Houston, Texas time) at
least (a) three (3) Business Days prior to the date of such conversion in the
case of conversion or continuation into or continuance as a LIBOR Rate Advance
and (b) prior to 10:00 a.m. (Houston, Texas time) on the date of such conversion
in the case of a conversion into an Alternate Base Rate Advance, specifying each
Advance (or portions thereof) to be so converted or continued and, if to be
converted into or continued as a LIBOR Rate Advance, the Interest Period to be
initially applicable thereto. The Agent shall thereafter promptly notify each
affected Lender of such Notice of Conversion.

                  SECTION 2.08 Mandatory Repayments. (a) The Revolving Credit
Notes. All outstanding principal (and any accrued, unpaid interest) of the
Revolving Credit Notes shall be due and payable on the Revolving Credit Maturity
Date. Notwithstanding anything to the contrary contained in this Agreement or in
any other Loan Document, the aggregate outstanding principal balance of the
Revolving Credit Notes and Swing Line Loans plus the Letter of Credit
Obligations shall not exceed the lesser of the Borrowing Base and the Total
Revolving Credit Commitment. The Revolving Credit Lenders shall never be
required to make any Advance under the Revolving Credit Loans (or the Swing Line
Lender to make any Swing Line Loan) or issue any Letter of Credit that would
cause the aggregate outstanding principal balance of the Revolving Credit Notes
and Swing Line Loans plus the Letter of Credit Obligations to exceed the lesser
of the Borrowing Base and the Total Revolving Credit Commitment. If the
aggregate outstanding principal balance of the Revolving Credit Notes and Swing
Line Loans plus the Letter of Credit Obligations at any time exceeds the lesser
of the Borrowing Base and the Total Revolving Credit Commitment, the Company
shall immediately repay the principal of the Revolving Credit Notes in an amount
at least equal to such excess. If after giving effect to any such principal
repayment the Letter of Credit Obligations exceed the lesser of the Borrowing
Base and the Total Revolving Credit Commitment, the Company shall pay an amount
of cash equal to such excess to the Agent to be held as security for the Letter
of Credit Obligations.

                  (b) The Term Notes. (i) Outstanding principal of the Term
Notes A and Term Notes B shall be due and payable on each Designated Payment
Date commencing September 30, 1996 in such aggregate amounts and for such
periods as follows (as such is reduced by any principal payment made under
Section 2.08(b)(ii), (iii) and (iv) below):


                                      -27-
<PAGE>   33


<TABLE>
<CAPTION>
                                               Term Loan A                          Term Loan B
                                            Installment Due on                   Installment Due on
             Payment Date             Each Designated Payment Date          Each Designated Payment Date
      --------------------------- ------------------------------------- -------------------------------------
<S>                               <C>                                   <C>
      September 30, 1996                       $2,500,000                             $250,000
      December 31, 1996                         2,500,000                              250,000

      March 31, 1997                            2,500,000                              250,000
      June 30, 1997                             2,500,000                              250,000

      September 30, 1997                          750,091                              246,470
      December 31, 1997                           750,091                              246,470

      March 31, 1998                              750,091                              246,470
      June 30, 1998                               750,091                              246,470

      September 30, 1998                          750,091                              246,470
      December 31, 1998                           750,091                              246,470

      March 31, 1999                              750,091                              246,470
      June 30, 1999                               750,091                              246,470

      September 30, 1999                          900,109                              246,470
      December 31, 1999                           900,109                              246,470

      March 31, 2000                              900,109                              246,470
      June 30, 2000                               900,109                              246,470

      September 30, 2000                        1,125,136                              246,470
      December 31, 2000                         1,125,136                              246,470
</TABLE>


                                      -28-
<PAGE>   34

<TABLE>
<CAPTION>
                                               Term Loan A                          Term Loan B
                                            Installment Due on                   Installment Due on
             Payment Date             Each Designated Payment Date          Each Designated Payment Date
      --------------------------- ------------------------------------- -------------------------------------
<S>                               <C>                                   <C>
      March 31, 2001                           1,125,136                              246,470
      June 30, 2001                            1,125,136                              246,470

      September 30, 2001                       1,350,163                              246,470
      December 31, 2001                        1,350,163                              246,470

      March 31, 2002                           1,350,163                              246,470
      June 30, 2002                            1,350,163                              246,470

      September 30, 2002                       1,500,182                              985,880
      December 31, 2002                        1,500,182                              985,880

      March 31, 2003                                  --                            5,915,282
      June 30, 2003                                   --                            5,915,282

      September 30, 2003                              --                            6,161,752
      December 31, 2003                               --                            6,161,752

      March 31, 2004                                  --                            6,161,752
      June 30, 2004                                   --                            6,161,752
</TABLE>

                  (ii) In addition to the amounts required to be paid under
         sub-clause (b)(i) above, the Company shall make a principal payment on
         Term Loan A and Term Loan B for each fiscal year (commencing with the
         fiscal year ending June 30, 1997) prior to September 30


                                      -29-
<PAGE>   35


         of the following fiscal year in an amount equal to seventy-five percent
         (75%) of its Excess Cash Flow for such fiscal year; provided, that in
         the event that the aggregate outstanding balance of Term Loan A and
         Term Loan B is reduced to $75,000,000 or less on or before June 30 of
         any year, the pro rata principal payment on Term Loan A and Term Loan B
         required by this paragraph shall be reduced to fifty percent (50%) of
         such Excess Cash Flow, commencing with the payment due in the fiscal
         year after such reduction of the aggregate outstanding balance on Term
         Loan A and Term Loan B. All payments required under this Section
         2.08(b)(ii) shall be applied pro rata against Term Loan A and Term Loan
         B and, as to any payment on any of such Notes, pro rata to each
         remaining principal installment.

                  (iii) In addition to the amounts required to be paid under
         sub-clauses (i) and (ii) above, promptly upon receipt by the Company,
         the Company shall make a principal payment on Term Loan A and Term Loan
         B in the aggregate amount of (x) a downward adjustment to the "Final
         TOC Per Share Purchase Price" or the "Final TPC Per Share Purchase
         Price" made under Section 2.5.3(b) and (d), respectively, of the
         Purchase Agreement and (xx) any other portion of the "Estimated TOC Per
         Share Purchase Price" or "Estimated TPC Per Share Purchase Price" (as
         such terms are defined in the Purchase Agreement) returned to the
         Company. All payments required under this Section 2.08(b)(iii) shall be
         applied pro rata against Term Loan A and Term Loan B and, as to any
         payment on any one of such Loans, pro rata to each remaining principal
         installment.

                  (iv) In addition to the amounts required to be paid under
         sub-clauses (i), (ii) and (iii) above, promptly upon receipt by the
         Company, the Company shall make a principal payment on Term Loan A and
         Term Loan B in the amount of the cash proceeds received by the Company
         from any unrelated third-party as a result of any offering (net of any
         expenses of such offering) of the common stock or other equity interest
         of the Company or any Subsidiary. All payments required under this
         Section 2.08(b)(iv) shall be applied pro rata against Term Loan A and
         Term Loan B and, as to any payment on any of such Loans, pro rata to
         each remaining principal installment.

                  (v) In addition to the amounts required to be paid under
         subclauses (i), (ii), (iii) and (iv), within ten days from receipt by
         the Company of Excess Sales Proceeds, the Company shall make a
         principal payment on the Term Loans in the amount of the Excess Sales
         Proceeds on or prior to March 28, 1998. All payments required under
         this Section 2.08(b)(v) shall be applied in accordance with the
         provisions and procedures of Section 2.09 as if the Company were making
         a voluntary prepayment of Term Loan A and Term Loan B, including,
         without limitation, the provisions permitting the election by the Term
         B Lenders to decline such payment, the approval by the Company of such
         election and the application of any payments so declined and approved
         to the Term Loan A.

                  (vi) In addition to the amounts required to be paid under sub
         clauses (i), (ii), (iii), (iv) and (v) above, all outstanding principal
         (and any accrued, unpaid interest) on the Term Notes A shall be due and
         payable on the Term Loan A Maturity Date and all outstanding


                                      -30-
<PAGE>   36


         principal (and any accrued, unpaid interest) on the Term Notes B shall
         be due and payable on the Term Loan B Maturity Date.

                  (c) The ESOP Note. Outstanding principal of the ESOP Notes
shall be due and payable on each Designated Payment Date commencing September
30, 1996, in equal installments of $500,000.00 in the aggregate for all ESOP
Lenders. All outstanding principal (and any accrued, unpaid interest) on the
ESOP Notes shall be due and payable on the ESOP Loan Maturity Date.

                  (d) The Swing Line Note. All outstanding principal (and any
accrued, unpaid interest) on the Swing Line Note shall be due and payable on the
Revolving Credit Maturity Date.

                  SECTION 2.09 Voluntary Prepayments. The Company shall have the
right to voluntarily prepay Advances in whole or in part upon giving, in the
case of a LIBOR Rate Advance, three (3) Business Days' prior written notice to
the Agent and in the case of an Alternate Base Rate Advance, one (1) Business
Days' prior written notice to the Agent; provided that at least five (5)
Business Days' prior written notice shall be given for prepayments of Term Loan
A and Term Loan B. Such notice shall specify (a) the date and amount of
prepayment and whether the prepayment is of Term Loans or Revolving Credit
Loans; and (b) in the case of the prepayment of Term Loans, whether the Company
shall approve the election, if any, of the Term Loan B Lenders to decline their
share of any such prepayment as further provided in this Section 2.09. Upon
receipt of such notice, the Agent shall promptly notify each applicable Lender
of the contents thereof and of such Lender's percentage participation of such
prepayment and, in the case of any Term Loan B Lender, whether or not the
Company has elected to permit each Term Loan B Lender to, at its option, decline
its Term Loan B share of such prepayment. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein and (a) no LIBOR Rate Advance may be prepaid prior to the last day of
its Interest Period unless, simultaneously therewith, the Company pays to the
Agent for the benefit of the affected Lenders, all sums necessary to compensate
such Lenders for all costs and expenses resulting from such prepayment, as
reasonably determined by such Lenders, including but not limited to those costs
described in Sections 2.12(f), 2.16, and 2.17 hereof, (b) each partial
prepayment shall be made (i) in the case of a prepayment of a LIBOR Rate
Advance, in a minimum aggregate principal amount of $1,000,000.00 and integral
multiples of $100,000.00, and (ii) in the case of a prepayment of an Alternate
Base Rate Advance, in a minimum aggregate amount of $1,000,000.00 and integral
multiples of $100,000.00; and (c) each prepayment of Term Loan A, Term Loan B,
and ESOP Loan Advances pursuant to this Section 2.09 shall be applied to the
outstanding principal of such Advances pro rata to each remaining principal
installment.

                  Notwithstanding the foregoing and subject to the Company's
approval described above, in respect of any partial prepayment of the Term Loans
(until such time as Term Loan A has been repaid in full) pursuant to this
Section 2.09, any Term Loan B Lender may, at its option, irrevocably decline
receipt of its Term Loan B share of any such prepayment, and, if such Lender so
declines, such share shall be applied as an additional prepayment of Term Loan A
pro rata to each remaining principal installment, as further adjusted pursuant
to balance of this Section 2.09. Any Term Loan B Lender may notify the Agent and
the Company of its election to decline its Term Loan B share of all such
prepayments, in which event such notice shall be effective until such Lender


                                      -31-
<PAGE>   37


notifies the Agent and the Company to the contrary. Any Term Loan B Lender that
wishes to decline receipt of its share of any given prepayment pursuant to this
Section 2.09, shall promptly, and in any event no later than 10:00 a.m.
(Houston, Texas time) on the Business Day following receipt of its notice of
such prepayment, notify the Company and the Agent of such election. Any Term
Loan B Lender that has not provided notice pursuant to one of the two preceding
sentences prior to such 10:00 a.m. deadline shall be deemed to have elected to
accept such prepayment. The Agent shall promptly provide, to all such accepting
Term Loan B Lenders, notice of the principal amount of Term Loan B that Lenders
have elected to decline. Any such accepting Lender may, at its option,
irrevocably decline receipt of its share of any such declined share of such
prepayment (and shall indicate in such notice whether it elects to accept or
decline receipt of its share of such prepayment declined by other Lenders
pursuant to this sentence), and, if such Lender so declines, such share shall be
applied as an additional prepayment of Term Loan A in accordance with this
Section 2.09. Any Term Loan B Lender that wishes to decline receipt of its share
of such declined shares, shall promptly, and in any event no later than 10:00
a.m. (Houston, Texas time) on the Business Day following receipt of the notice
from the Agent regarding such declined shares, notify the Company and the Agent
of such election. Any such accepting Lender that has not provided such notice
prior to such 10:00 a.m. deadline shall be deemed to have elected to accept such
the full amount of its share of such prepayment.

                  SECTION 2.10 Method and Place of Payment/Net Payments. (a)
Except as otherwise specifically provided herein, all payments under this
Agreement due from the Company shall be made to the Agent for the benefit of the
affected Lenders, or to the Agent for the benefit of the Swing Line Lender if
payment is made under any Swing Line Loan, not later than 11:00 a.m. (Houston,
Texas time) on the date when due and shall be made in lawful money of the United
States in immediately available funds at the Payment Office.

                  (b) Except with respect to withholdings of United States
taxes, as provided in Section 2.18, all payments (whether of principal,
interest, Fees, reimbursements or otherwise) by the Company under this Agreement
shall be made without set-off or counterclaim and shall be made free and clear
of and without deduction for any present or future tax, levy, impost or any
other charge, if any, of any nature whatsoever now or hereafter imposed by any
taxing authority. Except with respect to withholdings of United States taxes as
provided in Section 2.18, if the making of such payments by the Company is
prohibited by law unless such a tax, levy, impost or other charge is deducted or
withheld therefrom, the Company shall pay to the Agent, on the date of each such
payment, such additional amounts (without duplication of any amounts required to
be paid by the Company pursuant to Section 2.16 or Section 3.04) as may be
necessary in order that the net amounts received by the Lenders after such
deduction or withholding shall equal the amounts which would have been received
if such deduction or withholding were not required. The Company shall confirm
that all applicable taxes, if any, imposed on this Agreement or transactions
hereunder shall have been properly and legally paid by it to the appropriate
taxing authorities by sending official tax receipts or notarized copies of such
receipts to the Agent within thirty (30) days after payment of any applicable
tax. Notwithstanding the foregoing, in no event shall the compensation payable
under this Section 2.10(b) (to the extent, if any, constituting interest under
applicable laws) together with


                                      -32-
<PAGE>   38


all amounts constituting interest under applicable laws and payable in
connection with this Agreement, the Notes and the other Loan Documents exceed
the Highest Lawful Rate.

                  SECTION 2.11 Pro Rata Advances/Payments. All Advances (other
than Advances made under the Swing Line Loans) under this Agreement shall be
incurred from the affected Lenders pro rata, and all payments in respect of any
Loan (other than a payment in respect of a Swing Line Loan) from the Company to
the Agent shall be applied, on the basis of the Lenders' respective percentage
participations in the Revolving Credit Commitment, the ESOP Loan Commitment, the
Term Loan A Commitment or the Term Loan B Commitment, as the case may be. It is
understood that no Lender shall be responsible for any default by any other
Lender in its obligation to make Advances hereunder and that each Lender shall
be obligated to make the Advances provided to be made by it hereunder,
regardless of the failure of any other Lender to fulfill its commitments
hereunder.

                  SECTION 2.12 Interest. (a) Subject to Section 11.08, the
Company agrees to pay interest on the total outstanding principal balance from
time to time of all Alternate Base Rate Advances from the date of each
respective Advance to maturity (whether by acceleration or otherwise) at a rate
per annum which shall at all times be equal to the lesser of (i) the Highest
Lawful Rate and (ii) the Alternate Base Rate in effect from time to time plus
the applicable Margin as such applicable Margin may change from time to time. If
the Alternate Base Rate is based on the Prime Rate, interest shall be computed
on the basis of the actual number of days elapsed over a year of 365 or 366
days, as the case may be. If the Alternate Base Rate is based on the Federal
Funds Effective Rate, interest shall be computed on the basis of the actual
number of days elapsed over a year of 360 days.

                  (b) Subject to Section 11.08, the Company agrees to pay
interest on the total outstanding principal balance of all LIBOR Rate Advances
from time to time from the date of each respective Advance to maturity (whether
by acceleration or otherwise) at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) which shall, during each
Interest Period applicable thereto, be equal to the lesser of (i) the Highest
Lawful Rate and (ii) the applicable LIBOR Rate for such Interest Period plus the
applicable Margin. The applicable LIBOR Rate shall be fixed for each Interest
Period and shall not change during said Interest Period but the applicable
Margin, which is added to the LIBOR Rate to determine the total interest payable
to the affected Lender, shall be adjusted, effective on the first day of each
Margin Period, whether or not said adjustment occurs at a time other than the
beginning of an Interest Period.

                  (c) Subject to Section 11.08, overdue principal and, to the
extent permitted by law, overdue interest in respect of any Advance and all
other amounts owing hereunder shall bear interest for each day that such amounts
are overdue at a rate per annum equal to the Default Rate.

                  (d) Interest on each Advance shall accrue from and including
the date of such Advance to but excluding the date of any repayment thereof and
shall be payable (i) in respect of LIBOR Rate Advances (A) on the last day of
the Interest Period applicable thereto and, in the case of any Interest Period
in excess of three months, on the last day of the third month of the Interest


                                      -33-
<PAGE>   39


Period and on the last day of the Interest Period and (B) on the date of any
voluntary or mandatory repayment of Term Loan A or Term Loan B or any conversion
or continuance, (ii) in respect of Alternate Base Rate Advances (A) on each
Designated Payment Date and (B) on the date of any voluntary or mandatory
repayment and (iii) in respect of each Advance, at maturity (whether by
acceleration or otherwise) and, after maturity, on demand.

                  (e) The Agent, upon determining the LIBOR Rate for any
Interest Period, shall notify the Company thereof. Each such determination
shall, absent manifest error, be final and conclusive and binding on all parties
hereto. In addition, prior to the due date for the payment of interest on any
Advances set forth in the immediately preceding paragraph, the Agent shall
notify the Company of the amount of interest due by the Company on all
outstanding Advances on the applicable due date, but any failure of the Agent to
so notify the Company shall not reduce the Company's liability for the amount
owed.

                  (f) Subject to Section 11.08, the Company shall pay to the
Agent for the account of each affected Lender, so long as the Lenders shall be
required under regulations of the Board to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities,
additional interest on the unpaid principal amount of each such LIBOR Rate
Advance from the date of such Advance until such principal amount is paid in
full, at an interest rate per annum equal at all times during the Interest
Period for such Advance to the lesser of (i) the Highest Lawful Rate and (ii)
the remainder obtained by subtracting (A) the LIBOR Rate for such Interest
Period from (B) the rate obtained by dividing such LIBOR Rate referred to in
clause (A) above by that percentage equal to 100% minus the Reserve Percentage
of such Lender for such Interest Period. Such additional interest shall be
determined by such Lender as incurred and shall be payable upon demand therefor
by the Company to such Lender. Each determination by such Lender of additional
interest due under this Section 2.12(f) shall be conclusive and binding for all
purposes in the absence of manifest error.

                  SECTION 2.13 Interest Periods. (a) At the time the Company
gives any Notice of Advance or Notice of Conversion in respect of the making of,
or conversion into, a LIBOR Rate Advance, the Company shall have the right to
elect, by giving the Agent on the dates and at the times specified in Section
2.04 or Section 2.07, as the case may be, notice of the interest period (each an
"Interest Period") applicable to such LIBOR Rate Advance, which Interest Period
shall be either a one, two, three or six-month period; provided, that:

                  (i) the initial Interest Period for any LIBOR Rate Advance
         shall commence on the date of such LIBOR Rate Advance (including the
         date of any conversion thereto or continuance thereof pursuant to
         Section 2.07); each Interest Period occurring thereafter in respect of
         such LIBOR Rate Advance shall commence on the expiration date of the
         immediately preceding Interest Period;

                  (ii) if any Interest Period relating to a LIBOR Rate Advance
         begins on a day for which there is no numerically corresponding day in
         the calendar month at the end of such


                                      -34-
<PAGE>   40


         Interest Period, such Interest Period shall end on the last Business
         Day of such calendar month;

                  (iii) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day, provided, that if there are no more
         Business Days in that month, the Interest Period shall expire on the
         preceding day; and

                  (iv) no Interest Period for Advances shall extend beyond the
         Revolving Credit Maturity Date, Term Loan A Maturity Date, or Term Loan
         B Maturity Date or ESOP Loan Maturity Date, as the case may be.

                  (b) If, upon the expiration of any Interest Period applicable
to a LIBOR Rate Advance, the Company has failed to elect a new Interest Period
to be applicable to such Advance as provided above, the Company shall be deemed
to have elected to convert such Advance into an Alternate Base Rate Advance
effective as of the expiration date of such current Interest Period.

                  SECTION 2.14 Interest Rate Not Ascertainable. In the event
that the Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) that on any date for
determining the LIBOR Rate for any Interest Period, by reason of any changes
arising after the date of this Agreement affecting the LIBOR interbank market,
adequate and fair means do not exist for ascertaining the applicable interest
rate on the basis provided for in the definition of LIBOR Rate, then, and in any
such event, the Agent shall forthwith give notice to the Company and to the
Lenders of such determination. Until the Agent notifies the Company that the
circumstances giving rise to the suspension described herein no longer exist,
the obligations of the Lenders to make LIBOR Rate Advances shall be suspended.

                  SECTION 2.15 Change in Legality. (a) Notwithstanding anything
to the contrary herein contained, if any change in any law or regulation or in
the interpretation thereof by any governmental authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
or its LIBOR Lending Office to make or maintain any LIBOR Rate Advance or to
give effect to its obligations as contemplated hereby, then, by prompt written
notice to the Company, such Lender may:

                  (i) declare that LIBOR Rate Advances will not thereafter be
         made by such Lender hereunder, whereupon the Company shall be
         prohibited from requesting LIBOR Rate Advances from such Lender
         hereunder (and instead, any request for a LIBOR Rate Advance, as to
         such Lender, shall be deemed to be a request for an Alternate Base Rate
         Advance) unless such declaration is subsequently withdrawn; and

                  (ii) require that all outstanding LIBOR Rate Advances made by
         such Lender be converted to Alternate Base Rate Advances, in which
         event (A) all such LIBOR Rate Advances made by such Lender shall be
         automatically converted to Alternate Base Rate Advances as of the
         effective date of such notice as provided in paragraph (b) below (or if
         so


                                      -35-
<PAGE>   41


         designated by such Lender in such notice, effective as of another date)
         and (B) all payments and prepayments of principal which would otherwise
         have been applied to repay the converted LIBOR Rate Advances shall
         instead be applied to repay the Alternate Base Rate Advances resulting
         from the conversion of such LIBOR Rate Advances.

                  (b) For purposes of this Section 2.15, a notice to the Company
by the Agent pursuant to paragraph (a) above shall be effective on the date of
receipt thereof by the Company.

                  SECTION 2.16 Increased Costs, Taxes or Capital Adequacy
Requirements. (a) If, after July 1, 1996, the application or effectiveness of
any applicable law or regulation or compliance by any Lender with any applicable
guideline or request from any central bank or governmental authority (whether or
not having the force of law) (i) shall change the basis of taxation of payments
to such Lender of the principal of or interest on any LIBOR Rate Advance made by
such Lender or any other Fees or amounts payable hereunder (other than taxes
imposed or measured on the overall net or gross income or revenue of such Lender
or its Applicable Lending Office or franchise taxes imposed upon it by the
jurisdiction in which such Lender or its Applicable Lending Office has an
office), (ii) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement with respect to any LIBOR Rate Advance made by
such Lender against assets of, deposits with or for the account of, or credit
extended by, such Lender (without duplication of any amounts paid pursuant to
Section 2.12(f)) or (iii) shall impose on such Lender any other condition
affecting this Agreement or any LIBOR Rate Advance made by such Lender, and the
result of any of the foregoing shall be to increase the cost to such Lender of
maintaining its Revolving Credit Commitment, Swing Line Commitment, Term Loan A
Commitment, Term Loan B Commitment or ESOP Loan Commitment, as the case may be,
or of making or maintaining any LIBOR Rate Advance or to reduce the amount of
any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise) in respect thereof by an amount deemed in good faith by
such Lender to be material, then the Company shall pay to such Lender such
additional amount as will compensate it for such increase or reduction upon
demand.

                  (b) If any Lender shall have determined in good faith that any
change after July 1, 1996 of any law, rule, regulation or guideline regarding
capital adequacy, or any change in the interpretation or administration thereof
or compliance with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such authority, central bank or
comparable agency issued after July 1, 1996 has or would have the effect of
reducing the rate of return on the capital of such Lender as a consequence of,
or with reference to, such Lender's obligations hereunder to a level below that
which it could have achieved but for such change by an amount deemed by such
Lender to be material, then, from time to time, the Company shall pay to the
Agent for the benefit of such Lender such additional amount as will reasonably
compensate it for such reduction upon demand.

                  (c) Each Lender will notify the Company through the Agent of
any event occurring after the date of this Agreement which will entitle it to
compensation pursuant to this Section 2.16, as promptly as practicable. A
certificate (i) stating that the compensation sought to be recovered pursuant to
this Section 2.16 is generally being charged to other similarly situated


                                      -36-
<PAGE>   42


customers and (ii) setting forth in reasonable detail the amount necessary to
compensate the Lender in question as specified in paragraph (a) or (b) above, as
the case may be, and the calculation of such amount under clause (a)(i), shall
be delivered to the Company and shall be conclusive absent manifest error. The
Company shall pay to the Agent for the account of such Lender the amount shown
as due on any such certificate upon demand. The failure on the part of any
Lender to demand increased compensation with respect to any Interest Period
shall not constitute a waiver of the right to demand compensation thereafter;
provided that with respect to events occurring prior to any notice given under
this Section 2.16(c), such Lenders shall only be entitled to recover
compensation for such events occurring over a period of 120 days. Upon the
request of the Company, each Lender agrees that it will use reasonable efforts
to designate a different Applicable Lending Office for the Loans due to it
affected by the matter described in Sections 2.16(a) and 2.16 (b), if such
designation will avoid or reduce the liability of the Company to such Lender
under this Section 2.16 so long as such designation is not disadvantageous to
such Lender as determined by such Lender in its sole discretion.

                  (d) Except as expressly provided in Section 2.16(c), failure
on the part of any Lender to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital
with respect to any Interest Period shall not constitute a waiver of such
Lender's rights to demand compensation for any increased costs or reduction in
amounts received or receivables or reduction in return on capital with respect
to such Interest Period or any other Interest Period.

                  SECTION 2.17 LIBOR Advance Prepayment and Default Penalties.
Subject to Section 11.08, the Company shall indemnify each Lender against any
loss or expense (other than loss of profit) which it may sustain or incur as a
consequence of (a) an advance of, or a conversion into, or a continuance of,
LIBOR Rate Advances that does not occur on the date specified therefor in a
Notice of Advance or Notice of Conversion, (b) any payment, prepayment or
conversion of a LIBOR Rate Advance required by any other provision of this
Agreement or otherwise made on a date other than the last day of the applicable
Interest Period or (c) any default in the payment or prepayment of the principal
amount of any LIBOR Advance or any part thereof or interest accrued thereon, as
and when due and payable (at the due date thereof, by notice of prepayment or
otherwise). Such loss or expense shall include the amount equal to the excess
determined by each Lender of (i) its cost of obtaining the funds for the Advance
being paid, prepaid or converted or not borrowed (based on the LIBOR Rate) for
the period from the date of such payment, prepayment or conversion or failure to
borrow to the last day of the Interest Period for such Advance (or, in the case
of a failure to borrow, the Interest Period for the Advance which would have
commenced on the date of such failure to borrow) over (ii) the amount of
interest (as determined by each Lender) that would be realized in reemploying
the funds so paid, prepaid or converted or not borrowed for such period or
Interest Period, as the case may be.

                  The Agent, on behalf of the Lenders, will notify the Company
of any loss or expense which will entitle the Lenders to compensation pursuant
to this Section 2.17, as promptly as is practicable. A certificate of any Lender
setting forth any amount which it is entitled to receive pursuant to this
Section 2.17 shall be delivered to the Company and shall be conclusive absent


                                      -37-
<PAGE>   43


manifest error. The Company shall pay to the Agent for the account of the
Lenders the amount shown as due on any certificate upon demand. Without
prejudice to the survival of any other obligations of the Company hereunder, the
obligations of the Company under this Section 2.17 shall survive the termination
of this Agreement and the assignment of any of the Notes. The failure on the
part of any Lender to demand compensation with respect to this Section 2.17
shall not constitute a waiver of the right to demand compensation thereafter;
provided that with respect to any loss or expense incurred prior to any notice
given under this Section 2.17, such Lender shall only be entitled to recover
compensation for such loss or expense incurred over a period of 120 days.

                  SECTION 2.18 Tax Forms. With respect to each Lender which is
organized under the laws of a jurisdiction outside the United States, on the
date of the initial Advance hereunder, and from time to time thereafter if
requested by the Company or the Agent, each such Lender shall provide the Agent
and the Company with the forms prescribed by the Internal Revenue Service of the
United States certifying as to such Lender's status for purposes of determining
exemption from United States withholding taxes with respect to all payments to
be made to such Lender hereunder or other documents satisfactory to the Company
and the Agent indicating that all payments to be made to such Lender hereunder
are subject to such tax at a rate reduced by an applicable tax treaty. Unless
the Company and the Agent have received such forms or such documents indicating
that payments hereunder are not subject to United States withholding tax or are
subject to such tax at a rate reduced by an applicable tax treaty, the Company
or the Agent shall withhold taxes from such payments at the applicable statutory
rate in the case of payments to or for any Lender organized under the laws of a
jurisdiction outside the United States.


                                   ARTICLE III
                                LETTERS OF CREDIT

                  SECTION 3.01 Letters of Credit. (a) Subject to and upon the
terms and conditions herein set forth, the Issuing Bank agrees that it will, at
any time and from time to time on or after the Effective Date and prior to the
Revolving Credit Maturity Date, following its receipt of a Letter of Credit
Request and Application for Letter of Credit, issue for the account of the
Company and in support of the obligations of the Company or any of its
Subsidiaries, one or more letters of credit (the "Letters of Credit"), up to a
maximum amount outstanding at any one time for all Letters of Credit of
$7,500,000.00, provided that the Issuing Bank shall not issue any Letter of
Credit if at the time of such issuance: (i) Letter of Credit Obligations shall
be greater than an amount which, when added to all Advances under the Revolving
Credit Notes and the Swing Line Note then outstanding, would exceed the lesser
of the Borrowing Base and the Total Revolving Credit Commitment or (ii) the
expiry date or, in the case of any Letter of Credit containing an expiry date
that is extendible at the option of the Issuing Bank, the initial expiry date,
of such Letter of Credit is a date that is later than the Revolving Credit
Maturity Date.

                  (b) The Issuing Bank shall neither renew or extend nor permit
the renewal or extension of any Letter of Credit (which renewal or extension
will not be for any period ending after the Revolving Credit Maturity Date) if
any of the conditions precedent to such renewal set forth in


                                      -38-
<PAGE>   44


Section 5.02 are not satisfied or waived or, after giving effect to such
renewal, the expiry date of such Letter of Credit would be a date that is later
than the Revolving Credit Maturity Date.

                  SECTION 3.02 Letter of Credit Requests. (a) Whenever the
Company desires that a Letter of Credit be issued for its account or that the
existing expiry date shall be extended, it shall give the Issuing Bank (with
copies to be sent to the Agent and each other Revolving Credit Lender) (i) in
the case of a Letter of Credit to be issued, at least five (5) Business Days'
prior written request therefor and (ii) in the case of the extension of the
existing expiry date of any Letter of Credit, at least five (5) Business Days
prior to the date on which the Issuing Bank must notify the beneficiary thereof
that the Issuing Bank does not intend to extend such existing expiry date. Each
such request shall be executed by the Company and shall be in the form of
Exhibit 3.02 attached hereto (each a "Letter of Credit Request") and shall be
accompanied by an Application for Letter of Credit therefor, completed to the
reasonable satisfaction of the Issuing Bank, and such other certificates,
documents and other papers and information as the Issuing Bank or the Agent may
reasonably request. Each Letter of Credit shall be denominated in U.S. dollars,
shall expire no later than the date specified in Section 3.01, shall not be in
an amount greater than is permitted under clause (i) of Section 3.01(a) and
shall be in such form as may be reasonably approved from time to time by the
Issuing Bank and the Company.

                  (b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Company that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of this Agreement. Unless the Issuing Bank has received notice from any
Revolving Credit Lender before it issues the respective Letter of Credit or
extends the existing expiry date of a Letter of Credit that one or more of the
conditions specified in Article V are not then satisfied, or that the issuance
of such Letter of Credit would violate this Agreement, then the Issuing Bank
shall issue the requested Letter of Credit for the account of the Company in
accordance with the Issuing Bank's usual and customary practices. Upon its
issuance of any Letter of Credit or the extension of the existing expiry date of
any Letter of Credit, as the case may be, the Issuing Bank shall promptly notify
the Company and the Agent and the Agent shall notify each Revolving Credit
Lender of such issuance or extension, which notices shall be accompanied by a
copy of the Letter of Credit actually issued or a copy of any amendment
extending the existing expiry date of any Letter of Credit, as the case may be.

                  SECTION 3.03 Letter of Credit Participations. (a) All Letters
of Credit issued subsequent hereto shall be deemed to have been sold and
transferred by the Issuing Bank to each Revolving Credit Lender, and each
Revolving Credit Lender shall be deemed irrevocably and unconditionally to have
purchased and received from the Issuing Bank, without recourse or warranty, an
undivided interest and participation, (to the extent of such Lender's percentage
participation in the Revolving Credit Commitment) in each such Letter of Credit
(including extensions of the expiry date thereof), each substitute Letter of
Credit, each drawing made thereunder and the obligations of the Company under
this Agreement and the other Loan Documents with respect thereto, and any
security therefor or guaranty pertaining thereto.


                                      -39-
<PAGE>   45


                  (b) In determining whether to pay under any Letter of Credit,
the Issuing Bank shall have no obligation relative to the Revolving Credit
Lenders other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such Letter of Credit.

                  (c) In the event that the Issuing Bank makes any payment under
any Letter of Credit, the same shall be considered an Alternate Base Rate
Advance without further action by any Person. The Issuing Bank shall promptly
notify the Agent, which shall promptly notify each Revolving Credit Lender
thereof. Each Revolving Credit Lender shall immediately pay to the Agent for the
account of the Issuing Bank the amount of such Lender's percentage participation
of such Advance. If any Revolving Credit Lender shall not have so made its
percentage participation available to the Agent, such Lender agrees to pay
interest thereon, for each day from such date until the date such amount is paid
at the lesser of (i) the Federal Funds Effective Rate and (ii) the Highest
Lawful Rate.

                  (d) The Issuing Bank shall not be liable for, and the
obligations of the Company and the Revolving Credit Lenders to make payments to
the Agent for the account of the Issuing Bank with respect to Letters of Credit
shall not be subject to, any qualification or exception whatsoever, including
any of the following circumstances:

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

                  (ii) the existence of any claim, setoff, defense or other
         right which the Company may have at any time against a beneficiary
         named in a Letter of Credit, any transferee of any Letter of Credit,
         the Agent, any Issuing Bank, any Revolving Credit Lender, 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 transaction between the Company
         and the beneficiary named in any such Letter of Credit);

                  (iii) any draft, certificate or any other document presented
         under the 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;

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

                  (v) the occurrence of any Default or Event of Default.

                  (e) The Issuing Bank shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit,
except for errors or omissions caused by such Issuing Bank's gross negligence or
willful misconduct. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT SUCH
ISSUING BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (OTHER THAN WITH
RESPECT TO ANY


                                      -40-
<PAGE>   46


CLAIMS BY THE ISSUING BANK AGAINST ANY SUCH OFFICER, DIRECTOR, EMPLOYEE OR AGENT
THEREOF) SHALL BE INDEMNIFIED AND HELD HARMLESS FROM, SUBJECT TO THE SAME TYPE
OF PROTECTIONS SET FORTH IN SECTION 11.05(b), ANY ACTION TAKEN OR OMITTED BY
SUCH PERSON UNDER OR IN CONNECTION WITH ANY LETTER OF CREDIT OR ANY RELATED
DRAFT OR DOCUMENT ARISING OUT OF OR RESULTING FROM SUCH PERSON'S SOLE OR
CONTRIBUTORY NEGLIGENCE, BUT NOT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF SUCH PERSON. The Company agrees that any action taken or omitted by the
Issuing Bank under or in connection with any Letter of Credit or the related
drafts or documents (a) with respect to Letters of Credit other than those
referred to in the following clause (b), if done in accordance with the
standards of care specified in the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce, Publication No. 500
(and any subsequent revisions thereof approved by a Congress of the
International Chamber of Commerce and adhered to by the Issuing Bank) and (b)
with respect to Letters of Credit constituting standby letters of credit, the
International Standby Practices 1998, International Chamber of Commerce
Publication No. 590 (and any subsequent revisions thereof approved by a Congress
of the International Chamber of Commerce and adhered to by the Issuing Bank,
and, in each case, to the extent not inconsistent therewith, the Uniform
Commercial Code of the State of Texas, shall not result in any liability of the
Issuing Bank to the Company.

                  SECTION 3.04 Increased Costs. (a) Notwithstanding any other
provision herein, but subject to Section 11.08, if any Revolving Credit Lender
shall have determined in good faith that any change after July 1, 1996 of any
law, rule, regulation or guideline or the application or effectiveness of any
applicable law or regulation or any change after July 1, 1996 in the
interpretation or administration thereof, or compliance by any Revolving Credit
Lender (or any lending office of such Lender) with any applicable guideline or
request from any central bank or governmental authority (whether or not having
the force of law) issued after July 1, 1996 either (i) shall impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against Letters of Credit issued, or participated in, by any Revolving Credit
Lender or (ii) shall impose on any Revolving Credit Lender any other conditions
affecting this Agreement or any Letter of Credit; and the result of any of the
foregoing is to increase the cost to any Revolving Credit Lender of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount
received or receivable by any Revolving Credit Lender hereunder with respect to
Letters of Credit, by an amount deemed by such Lender to be material, then, from
time to time, the Company shall pay to the Agent for the account of such Lender
such additional amount or amounts as will reasonably compensate such Lender for
such increased cost or reduction by such Lender.

                  (b) Each Revolving Credit Lender will notify the Company
through the Agent of any event occurring after the date of this Agreement which
will entitle such Lender to compensation pursuant to subsection (a) above, as
promptly as practicable. A certificate of such Lender (i) stating that the
compensation sought to be recovered pursuant to this Section 3.04 is generally
being charged to other similarly situated customers and (ii) setting forth in
reasonable detail such amount or amounts as shall be necessary to compensate
such Lender as specified in subsection (a) above may be delivered to the Company
(with a copy to the Agent) and shall be conclusive absent manifest error. The
Company shall pay to the Agent for the account of such Lender the amount shown
as due on any such certificate upon demand; provided that with respect to events
occurring prior to any


                                      -41-
<PAGE>   47


notice given under the Section 3.04(b), such Lender shall only be entitled to
recover compensation for such events occurring over a period of 120 days.

                  (c) Except as expressly provided in Section 3.04(b), failure
on the part of any Revolving Credit Lender to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any Letter of Credit shall not constitute a
waiver of such Lender's rights to demand compensation for any increased costs or
reduction in amounts received or receivables or reduction in return on capital
with respect to such Letter of Credit.

                  SECTION 3.05 Conflict between Applications and Agreement. To
the extent that any provision of any application related to any Letter of Credit
is inconsistent with the provisions of this Agreement, the provisions of this
Agreement shall control.


                                   ARTICLE IV
                                FEES; COMMITMENTS

                  SECTION 4.01 Fees. (a) The Company agrees to pay to the Agent
for the account of each Revolving Credit Lender a commitment fee (the "Revolving
Credit Commitment Fee"), calculated on the basis of a 360-day year for the
actual days elapsed for the period from and including the Effective Date to the
Revolving Credit Maturity Date, computed for any Margin Period beginning on any
Financial Statement Delivery Date occurring prior to July 1, 1996, as provided
in the Original Credit Agreement, and for any Margin Period beginning on any
Financial Statement Delivery Date occurring on or after the Effective Date, at a
rate per annum calculated as follows:

                  (i) if the ratio of Total Debt (on the last day of the quarter
         most recently ended prior to the first day of such Margin Period) to
         EBITDA is less than 3.0 to 1.0, 0.375% on the daily average Unutilized
         Commitment of each Revolving Credit Lender, and

                  (ii) if the ratio of Total Debt (on the last day of the
         quarter most recently ended prior to the first day of such Margin
         Period) to EBITDA is equal to or greater than 3.0 to 1.0, or cannot be
         determined by the Agent because of the Company's failure to timely
         deliver its financial statements, 0.50% on the daily average Unutilized
         Commitment of each Revolving Credit Lender until such ratio can be so
         determined.

Accrued Revolving Credit Commitment Fees shall be calculated to the day
immediately preceding each Designated Payment Date and to the date the Total
Revolving Credit Commitment is terminated. Revolving Credit Commitment Fees
shall be due and payable in arrears (i) on each Designated Payment Date
commencing on the first such date following July 1, 1996 and (ii) on the
Revolving Credit Maturity Date.

                  (b) Accrued Letter of Credit Fees shall be due and payable in
arrears (i) on each Designated Payment Date commencing on the first such date
following July 1, 1996, and (ii) on the


                                      -42-
<PAGE>   48


Revolving Credit Maturity Date, and shall be calculated on the basis of a
360-day year of twelve 30-day months for the actual number of days elapsed.

                  (c) The Company agrees to pay to the Agent, for its own
account in connection with its duties as Agent and the arrangement and
syndication of this credit facility; for the account of Chase Securities Inc.,
in connection with its arrangement and syndication of the credit facility; and
for the account of each Lender as consideration for such Lender making available
the Loans, all of such fees as have been agreed to pursuant to the Agent's
Letter.

                  (d) In no event shall the Fees payable under this Section 4.01
(to the extent, if any, constituting interest under applicable laws) together
with all amounts constituting interest under applicable laws and payable in
connection with this Agreement, the Notes and the other Loan Documents exceed
the Highest Lawful Rate.

                  SECTION 4.02 Voluntary Reduction of Total Revolving Credit
Commitment. Upon at least five (5) Business Days' prior written notice to the
Agent, the Company shall have the right, without premium or penalty, to reduce
or terminate the Unutilized Commitment in part or in whole; provided, that (a)
any such reduction shall reduce proportionately the Revolving Credit Commitment
of each of the Revolving Credit Lenders and (b) any partial reduction shall be
in the amount of $5,000,000.00 or integral multiples thereof.

                  SECTION 4.03 Mandatory Reduction of Total Revolving Credit
Commitment. The Revolving Credit Commitments, if not sooner terminated, shall
terminate on the Revolving Credit Maturity Date.


                                    ARTICLE V
                              CONDITIONS PRECEDENT

                  SECTION 5.01 Conditions Precedent to the Initial Advance. The
obligation of each Lender to make its Revolving Credit Loans to the Company
under this Agreement is subject to the condition that the Agent shall have
received the following, each in form and substance reasonably satisfactory to
the Agent:

                  (a) this Agreement executed by the Company;

                  (b) the Note Modification Agreement;

                  (c) the Partnership Agreement of the Company executed by the
Parent and the Limited Partner;

                  (d) the Partnership Pledge Agreement executed by the Parent
and the Limited Partner;


                                      -43-
<PAGE>   49


                  (e) the Parent Pledge Agreement executed by the Parent;

                  (f) the Limited Partner Guaranty executed by the Limited
Partner;

                  (g) UCC-1 financing statements executed by the Parent and the
Limited Partner;

                  (h) the certificate evidencing the Capital Stock of the
Limited Partner, together with related stock powers executed by the Parent;

                  (i) a UCC-3 financing statement executed by the Company
relating to each UCC-1 financing statement that has been filed of record with
respect to the Corporate Borrower;

                  (j) new UCC-1 financing statements executed by the Company to
be filed in each jurisdiction in which a financing statement was filed with
respect to the Corporate Borrower;

                  (k) (i) certificate of the Secretary of State of the State of
Texas as to existence and good standing of the Corporate Borrower; (ii) copies
certified of a recent date by the Secretary of State of the State of Delaware,
of the certificate of incorporation and all amendments thereto of the Limited
Partner;

                  (l) a copy of (i) the resolutions of each of the Parent,
certified as of the Closing Date by the Secretary or an Assistant Secretary of
the Parent, duly authorizing the execution, delivery and performance of (a) the
Partnership Pledge Agreement and the Parent Pledge Agreement for itself and (b)
this Agreement and the Note Modification Agreement by the Parent as the general
partner of the Company and on behalf of the Company, (ii) a certificate as to
the incumbency and authority of the Person or Persons executing and delivering
the Partnership Pledge Agreement, the Parent Pledge Agreement, this Agreement
and the Note Modification Agreement, for itself or on behalf of the Company, as
the case may be, and (iii) such other documents and evidence as the Agent may
reasonably request with respect to the Company, the Parent or this transaction
including, without limitation, the taking of all partnership and corporate
action and compliance with the conditions set forth herein, in each case in form
and substance satisfactory to the Agent; and

                  (m) a copy of (i) the resolutions of the Limited Partner,
certified as of the Closing Date by the Secretary or an Assistant Secretary of
the Limited Partner, duly authorizing the execution, delivery and performance of
the Partnership Pledge Agreement and the Limited Partner Guaranty, (ii) a
certificate as to the incumbency and authority of the Person or Persons
executing and delivering the Partnership Pledge Agreement, and (iii) such other
documents and evidence as the Agent may reasonably request with respect to the
Limited Partner including, without limitation, the taking of all corporate
action and compliance with the conditions set forth herein, in each case in form
and substance satisfactory to the Agent; and

                  (n) favorable, signed opinions addressed to the Agent and the
Lenders from Bracewell & Patterson, L.L.P., counsel to the Company, the Parent
and the Limited Partner and their respective Subsidiaries, as to such matters in
connection with this Agreement and the transactions hereby contemplated, as the
Agent may reasonably request.


                                      -44-
<PAGE>   50


                  The acceptance of the benefits of the initial Credit Event
shall constitute a representation and warranty by the Company to the Agent and
each of the Lenders that all of the conditions specified in this Section 5.01
shall have been satisfied or waived as of that time.

                  SECTION 5.02 Conditions Precedent to All Credit Events. The
obligation of the Lenders to make any Advance is subject to the further
conditions precedent that on the date of such Credit Event:

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

                  (b) The representations and warranties set forth in Article VI
shall be true and correct in all material respects as of, and as if such
representations and warranties were made on, the date of the proposed Advance
(unless such representation and warranty expressly relates to an earlier date or
is no longer true and correct solely as a result of transactions not prohibited
by the Loan Documents), and the Company shall be deemed to have certified to the
Agent and the Lenders that such representations and warranties are true and
correct in all material respects by submitting a Notice of Advance;

                  (c) The Company shall have complied with the provisions of
Section 2.04 or Section 3.02, as applicable;

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

                  (e) No Material Adverse Effect shall have occurred since the
delivery of the most recent financials; and

                  (f) The Agent shall have received such other consents,
approvals, opinions or documents as the Agent may reasonably request.

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

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


                                      -45-
<PAGE>   51


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Advances provided for herein, each of the Company and the
Parent, in each case for itself and for each of its Subsidiaries makes, on or as
of the occurrence of each Credit Event (except to the extent such
representations or warranties relate to an earlier date or are no longer true
and correct in all material respects solely as a result of transactions not
prohibited by the Loan Documents), the following representations and warranties
to the Agent and the Lenders:

                  SECTION 6.01 Organization and Qualification. (a) The Company
(i) is a limited partnership duly formed and validly existing under the laws of
the State of Texas, (ii) has the partnership power to own its property and to
carry on its business as now conducted, and (iii) is duly qualified as a foreign
limited partnership to do business and is in good standing, in each case in each
jurisdiction in which the failure to be so qualified or in good standing would
reasonably be expected to have a Material Adverse Effect.

                  (b) Each Loan Party (other than the Company) (i) is duly
organized or formed, validly existing and in good standing under the laws of the
jurisdiction of its organization or formation, (ii) has the power (corporate,
partnership or limited liability company, as the case may be) to own its
property and to carry on its business as now conducted, and (iii) is duly
qualified to do business and is in good standing, in each case in each
jurisdiction in which the failure to be so qualified or in good standing would
reasonably be expected to have a Material Adverse Effect.

                  SECTION 6.02 Authorization and Validity. Each Loan Party has
the power and authority (corporate, partnership or limited liability company, as
the case may be) to execute, deliver and perform its obligations hereunder and
under the other Loan Documents to which it is a party and all such action has
been duly authorized by all necessary proceedings (corporate, partnership or
limited liability company, as the case may be) on its part and/or on its behalf.
The Loan Documents to which each Loan Party is a party have been duly and
validly executed and delivered by or on behalf of such Loan Party and constitute
valid and legally binding agreements of such Loan Party enforceable in
accordance with the respective terms thereof, except, in each case, as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws relating to or affecting
the enforcement of creditors' rights generally and general principles of equity.

                  SECTION 6.03 Governmental Consents. No authorization, consent,
approval, license or exemption (other than such exemptions that exist under
applicable law, that are permitted, or that have been obtained) of any Person or
filing or registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is necessary for
the valid execution, delivery or performance by any Loan Party of any Loan
Document to which it is a party or for the grant of a security interest in or
mortgage on the collateral covered by the Loan Documents, except such matters
relating to performance as would ordinarily be done in the ordinary course of
business after the Effective Date.


                                      -46-
<PAGE>   52


                  SECTION 6.04 Conflicting or Adverse Agreements or
Restrictions. No Loan Party is a party to any contract or agreement or subject
to any restriction which would reasonably be expected to have a Material Adverse
Effect. As of July 1, 1996, all agreements (other than this Agreement and the
other Loan Documents and the agreements evidencing the Subordinated Debt) of the
Company and its Subsidiaries relating to the lending of money or the issuance of
letters of credit to or for the account of any party are described hereto on
Schedule 6.04. Neither the execution nor delivery of the Loan Documents nor
compliance with the terms and provisions hereof or thereof will be contrary to
the provisions of, or constitute a default under (a) the organizational
agreement or documents of any Loan Party or (b) any applicable law or any
applicable regulation, order, writ, injunction or decree of any court or
governmental instrumentality or (c) any material agreement to which any Loan
Party is a party or by which it is bound or to which it is subject.

                  SECTION 6.05 Title to Assets; Licenses and Permits. The
Company has good title to all personal property and good and indefeasible title
to or a subsisting leasehold interest in, all realty as reflected as of July 1,
1996 on its books and records as being owned or leased by it after giving effect
to the Merger, subject to no Liens, except Permitted Liens. All of such assets
are being maintained by the appropriate Person in good working condition in
accordance with industry standards. All of the real property owned or leased by
the Company as of July 1, 1996 is set forth on Schedule 6.05 hereto, with the
applicable owner or lessee, location and real property interest identified
thereon. True, correct and complete copies of (i) each such real property lease
(and all amendments thereto) of which the Company has possession or knowledge
have been delivered to the Agent and (ii) all real property leases (and
amendments thereto) executed after July 1, 1996 have been delivered to the
Agent. The items of real and personal property owned by or leased to and used by
the Company constitute all of the material assets used in the conduct of its
business as presently conducted after giving effect to the Merger, and neither
this Agreement nor any other Loan Document, nor any transaction contemplated
under any such agreement, will affect any right, title or interest of the
Company in and to any of such assets in a manner that would have or is
reasonably likely to have a Material Adverse Effect. To the knowledge of the
Company there are no actual, threatened or alleged defaults of a material nature
with respect to any leases of real property under which the Company is bound
after giving effect to the Merger. After giving effect to the Merger, the
Company is current and in good standing with respect to all governmental
approvals, permits, certificates, licenses, consents and franchises necessary to
continue to conduct its business and to own or lease and operate its properties
as heretofore conducted, owned, leased or operated except where any such failure
to maintain approvals, permits, certificates, licenses, consents and franchises
would not have a Material Adverse Effect.

                  SECTION 6.06 Litigation. Except as shown on Schedule 6.06 as
of July 1, 1996, no proceedings before any court or governmental agency or
department are pending against any Loan Party and, to the knowledge of the
Company, none of same affect any Loan Party or have been threatened. At any time
after July 1, 1996, no proceedings against or affecting any Loan Party are
pending or, to the knowledge of the Company, threatened before any court or
governmental agency or department which could reasonably be expected to have a
Material Adverse Effect.


                                      -47-
<PAGE>   53


                  SECTION 6.07 Financial Statements. Prior to July 1, 1996,
Finance Corp. furnished to the Lenders the audited combined balance sheet and
income statement of TOC as of May 31, 1995 and the reviewed combined financial
statements of TOC as of February 29, 1996 (such financials, collectively,
"Financials"). The Financials have been prepared in conformity with GAAP
consistently applied and present fairly, in all material respects, the financial
condition of TOC, its Subsidiaries and Affiliates as of the dates thereof. Since
May 31, 1995, there has not occurred any event which would reasonably be
expected have a Material Adverse Effect.

                  SECTION 6.08 No Defaults. The Company and its Subsidiaries are
not in default (a) under any material provisions of any instrument evidencing
any Indebtedness or of any agreement relating thereto in such manner as to cause
a Material Adverse Effect or (b) in any respect under or in violation of any
order, writ, injunction or decree of any court or governmental instrumentality,
in such manner as to cause a Material Adverse Effect or (c) under any provision
of any Material Contract, which default would reasonably be expected to have a
Material Adverse Effect.

                  SECTION 6.09 Investment Company Act. Each of the Company and
its Subsidiaries is not, nor are they directly or indirectly controlled by or
acting on behalf of any Person which is, an "investment company," as such term
is defined in the Investment Company Act of 1940, as amended.

                  SECTION 6.10 Utility Regulation. Neither the Company nor any
of its respective Subsidiaries, is (i) a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company," or an
"affiliate" of a "subsidiary company" of a "holding company,"or a "public
utility company" within the meaning of the Public Utility Holding Company Act of
1935 or (ii) an "electric utility" or "public utility" within the meaning of the
Federal Power Act or (iii) an "electric utility," "public utility," or "utility"
under any state law regulating public utilities.

                  SECTION 6.11 ERISA. (a) The Company and each ERISA Affiliate
have operated and administered each Plan and Employee Plan in compliance with
all applicable laws except for such instances of noncompliance as have not
resulted in and would not reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any ERISA Affiliate has incurred any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
the Code relating to employee benefit plans (as defined in Section 3 of ERISA)
which would individually or in the aggregate reasonably be expected to have a
Material Adverse Effect, and no event, transaction or condition has occurred or
exists that would reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition of any
Lien on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty
or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than
such liabilities or Liens as would not individually or in the aggregate
reasonably be expected to have a Material Adverse Effect.


                                      -48-
<PAGE>   54


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

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

                  (d) The expected post-retirement benefit obligation
(determined as of the last day of the Company's most recently ended fiscal year
in accordance with Financial Accounting Standards Board Statement No. 106,
without regard to liabilities attributable to continuation coverage mandated by
section 4980B of the Code) of the Company and its Subsidiaries would not
reasonably be expected to have a Material Adverse Effect.

                  SECTION 6.12 Environmental Matters. Except as disclosed on
Schedule 6.12 (a) the Company and its Subsidiaries possess all environmental,
health and safety licenses, permits, authorizations, registrations, approvals
and similar rights necessary under Environmental Laws for the Company and its
Subsidiaries to conduct their operations as formerly or now being conducted,
except where failure to have such licenses, permits, authorizations,
registrations, approvals, and similar rights would not reasonably be expected to
have a Material Adverse Effect, and (b) each of such licenses, permits,
authorizations, registrations, approvals and similar rights is valid and
subsisting, in full force and effect and enforceable by the Company and its
Subsidiaries, and the Company and its Subsidiaries are in compliance with all
terms, conditions or other provisions of such permits, authorizations,
registrations, approvals and similar rights except for such failure or
noncompliance that, individually or in the aggregate for the Company and its
Subsidiaries, would not reasonably be expected to have a Material Adverse
Effect. Except as disclosed on Schedule 6.12, neither the Company nor any
Subsidiary has received any written notices of any violation of, noncompliance
with, or remedial obligation under, any Environmental Laws (which violation,
non-compliance, or remedial obligation has not been cured or would not
reasonably be expected to have a Material Adverse Effect) and there are no
writs, injunctions, decrees, orders or judgments outstanding under the
Environmental Laws, or lawsuits, claims, proceedings, or, to the knowledge of
the Company, investigations or inquiries pending or threatened under
Environmental Laws, relating to the ownership, use, condition, maintenance or
operation of, or conduct of business related to, any property owned, leased or
operated by the Company and its Subsidiaries or other assets of the Company and
its Subsidiaries other than those violations, instances of noncompliance,
obligations, writs, injunctions, decrees, orders, judgments, lawsuits, claims,
proceedings, investigations or inquiries that, individually or in the aggregate
for the Company and its Subsidiaries, would not reasonably be expected to have a
Material Adverse Effect. There are no obligations, undertakings or liabilities
arising out of or relating to Environmental Laws which the Company and its
Subsidiaries have agreed to, assumed or retained, or by which the Company and
its Subsidiaries are adversely affected, by contract or otherwise, except such
obligations, undertakings or liabilities as would not reasonably be expected to
have a Material Adverse Effect. Except as disclosed on Schedule 6.12, neither
the Company nor any of its Subsidiaries has received a written notice or claim


                                      -49-
<PAGE>   55


to the effect that any of them are or may be liable to any other Person as the
result of a Release or threatened Release of a Hazardous Material, except such
notice or claim that would not reasonably be expected to have a Material Adverse
Effect.

                  SECTION 6.13 Purpose of Loans. (a) The proceeds of the
Advances of the Term Loan A, the Term Loan B and approximately $500,000.00 of
the Revolving Credit Loans were used by Finance Corp. to fund a Loan to the
Parent to be used by the Parent solely to finance the purchase of the stock of
TOC and TPC pursuant to the Purchase Agreement (the "Acquisition") and to pay
certain transaction expenses incurred in connection with the Acquisition, and
the proceeds of the other Advances of the other Revolving Credit Loans have been
used by the Corporate Borrower for general corporate purposes and will be used
by the LP Borrower for general partnership purposes. The proceeds of the ESOP
Loan were loaned by the Corporate Borrower to the ESOP to enable the ESOP to
purchase Holding Co. common stock.

                  (b) None of the proceeds of any Advance have been or will be
used directly or indirectly for the purpose of buying or carrying any "margin
stock" within the meaning of Regulation U (herein called "margin stock") or for
the purpose of reducing or retiring any indebtedness which was originally
incurred to buy or carry margin stock, or for any other purpose which might
constitute this transaction as a "purpose credit" within the meaning of
Regulation U. Neither the Company nor any agent acting on its behalf has taken
or will take any action which might cause this Agreement or any other Loan
Document to violate, or involve the Lenders in a violation of, Regulation T,
Regulation U, Regulation X, or any other regulation of the Board of Governors or
to violate the Exchange Act.

                  SECTION 6.14 Subsidiaries. Except as disclosed on Schedule
6.14, on July 1, 1996 or as disclosed in writing to the Agent, the Company does
not have any Subsidiaries and is not a party to any joint venture, partnership
or similar organization.

                  SECTION 6.15 Solvency. (a) The fair value and present fair
saleable value of the Company's assets exceeds the Company's stated liabilities
and identified contingent liabilities; (b) the Company is able to pay its debts
as they become due; and (c) the Company has sufficient capital to engage in its
business as management has indicated it is now conducted and is proposed to be
conducted after the Effective Date.

                  SECTION 6.16 Accuracy of Information. Neither this Agreement
nor any other document, certificate, statement or other factual information
(excluding projections), taken as a whole, furnished in writing to the Agent or
any Lender by or on behalf of the Company or any of its Subsidiaries in
connection with the Original Credit Agreement, this Agreement or any transaction
contemplated thereby or hereby, taken as a whole, contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements contained herein and therein not misleading. The financial
information with respect to the Corporate Borrower's projections, copies of
which were furnished to each Lender prior to July 1, 1996, were prepared in good
faith on the basis of the assumptions stated therein, which assumptions were
believed by the


                                      -50-
<PAGE>   56


Corporate Borrower (and are believed by the Company) to be reasonable in all
material respects at the time made.

                  SECTION 6.17 Insurance. The Company and its Subsidiaries
maintain insurance of such types as is usually carried by corporations of
established reputation engaged in the same or similar businesses and similarly
situated with financially sound, responsible and reputable insurance companies
or associations (or, as to workers' compensation or similar insurance, with an
insurance fund or by self-insurance authorized by the jurisdiction in which its
operations are carried on) and in such amounts (and with co-insurance and
deductibles) as such insurance is usually carried by corporations of established
reputation and engaged in the same or similar businesses and similarly situated,
but in any event, with respect to improvements to real property and tangible
personal property (assuming the subject improvements are in fact replaced or
restored), in amounts in excess of the Loans. Neither the Company nor its
Subsidiaries maintains any formalized self-insurance program with respect to its
assets or operations or material risks with respect thereto in excess of
$1,000,000.00 in the aggregate.

                  SECTION 6.18 Indebtedness and Contingent Liabilities. As of
July 1, 1996, the Company does not have any outstanding Indebtedness (excluding
the Loans and the Subordinated Debt) or material contractually assumed
contingent liabilities.

                  SECTION 6.19 Compliance with Laws. The Company and its
Subsidiaries are in compliance with all of the following (except as to ERISA and
Environmental Laws, only to the extent required under Sections 6.11 and 6.12,
respectively), as applicable in respect of the conduct of their respective
businesses and the ownership of their respective properties: all statutes,
material regulations and material orders of, and all restrictions imposed by all
governmental bodies, except any failure to comply that would not reasonably be
expected to have a Material Adverse Effect.

                  SECTION 6.20 Security Interests. The Security Documents create
valid Liens in all of the collateral described therein in favor of the Agent for
the benefit of the Lenders securing the Obligations and constitute (subject to
(i) the filing after the Effective Date of financing statements delivered to the
Agent on the Execution Date and thereafter from time to time and (ii) delivery
of any collateral after the Effective Date as provided herein or any other Loan
Document) perfected first priority Liens (other than Permitted Liens) in
substantially all of such collateral described therein subject to no Liens other
than Permitted Liens (other than titled equipment, rolling stock and patents,
trademarks, copyrights and similar items existing or issued outside of the
United States).

                  SECTION 6.21 Material Contracts. (a) As of July 1, 1996, the
Material Contracts have been duly executed and delivered by, and constitute the
legal, valid and binding obligation of the Company and to its knowledge all
other parties thereto, enforceable against such parties in accordance with its
terms, (i) are in full force and effect and (ii) except as disclosed to the
Agent, have not been amended or modified in any material respect.

                  (b) All consents required under the Material Contracts in
connection with (i) the Merger and (ii) the Security Documents have been
obtained by the Company.


                                      -51-
<PAGE>   57


                  SECTION 6.22 Year 2000 Compliance. The Company has no reason
to believe that a Material Adverse Effect will occur with respect to its or its
Subsidiaries' businesses or operations resulting from a Year 2000 Problem. For
purposes of this Section 6.22, "Year 2000 Problem" means any significant risk
that computer hardware or software used in the Company's or its Subsidiaries'
businesses or operations will not, in the case of date occurring or time periods
ending after December 31, 1999, function at least as effectively as in the case
of dates and time periods occurring prior to December 31, 1999.


                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

                  The Company covenants and agrees that on and after the date
hereof and until the Notes are paid in full and the Total Revolving Credit
Commitment has terminated:

                  SECTION 7.01 Information Covenants. Except for those items
described below in Sections 7.01(f), (h) and (i) which will be furnished by the
Company to the Agent, the Company will furnish or cause to be furnished to each
Lender:

                  (a) As soon as available, and in any event within thirty (30)
days after each month-end and forty-five (45) days after the close of each of
the first three fiscal quarters in each fiscal year of the Company, the
consolidated monthly and consolidated quarterly unaudited balance sheets of the
Company and its Subsidiaries as of the end of such periods and the related
consolidated (and consolidating for quarter-end periods) unaudited statements of
income and cash flows for such periods, setting forth, in each case, comparative
figures for the related periods in the prior fiscal year and on a quarterly
basis, for the budget delivered pursuant to subsection (h) below, all of which
shall be certified by the chief financial officer or chief executive officer of
the Company or any Responsible Officer as fairly presenting in all material
respects, the financial position of the Company as of the end of such period and
the results of its operations for the period then ended in accordance with GAAP,
subject to changes resulting from normal year-end audit adjustments; and

                  (b) As soon as available, and in any event within ninety (90)
days after the close of each fiscal year of the Company, the audited
consolidated and unaudited consolidating balance sheet of the Company and its
Subsidiaries as at the end of such fiscal year and the related audited
statements of income and audited cash flows for such fiscal year, setting forth,
in each case, comparative figures for the preceding fiscal year and (i) in the
case of such consolidated financials certified by Deloitte & Touche LLP or other
independent certified public accountants of recognized national standing, whose
report shall be without limitation as to the scope of the audit, unqualified and
otherwise reasonably satisfactory in substance to the Majority Lenders and (ii)
in the case of such consolidating financials certified as set forth in Section
7.01(a) above.

                  (c) Promptly after any Responsible Officer of the Company
obtains knowledge thereof, notice of:


                                      -52-
<PAGE>   58


                  (i) any material violation of, noncompliance with, or remedial
         obligations under, Environmental Laws,

                  (ii) any material Release or threatened material Release of
         Hazardous Materials affecting any property owned, leased or operated by
         the Company or its Subsidiaries,

                  (iii) the existence of any event or condition which
         constitutes a Default or an Event of Default,

                  (iv) any material violation of public health or welfare laws
         or regulations,

                  (v) the filing of any tax or other governmental Liens,

                  (vi) the creation of any Subsidiary,

                  (vii) any Person having given any written notice to the
         Company or taken any other action with respect to a claimed default or
         event of default under any Material Contract or under any other
         instrument or agreements, in each case which would reasonably be
         expected to have a Material Adverse Effect,

                  (viii) the institution of any litigation in which the damages
         claimed are in excess of $5,000,000.00, and

                  (ix) any other condition or event which, in the opinion of
         management of the Company, would reasonably be expected to have a
         Material Adverse Effect,

which notice shall specify the nature and period of existence thereof and
specifying the notice given or action taken by such Person and the nature of any
such claimed default, event or condition and, in the case of an Event of Default
or Default, what action has been taken, is being taken or is proposed to be
taken with respect thereto.

                  (d) On any Financial Statement Delivery Date, a certificate of
a Responsible Officer of the Company to the effect that no Default or Event of
Default exists or, if any Default or Event of Default does exist, specifying the
nature and extent thereof and the action that is being taken or that is proposed
to be taken with respect thereto, which certificate shall set forth the
calculations required to establish whether the Company was in compliance with
the provisions of Section 8.13 as at the end of such fiscal period or year, as
the case may be.

                  (e) As soon as available and in any event within fifteen (15)
Business Days after the end of each month commencing July, 1996, a Borrowing
Base Certificate and an aging of Receivables in form and substance reasonably
satisfactory to the Agent.


                                      -53-
<PAGE>   59


                  (f) Upon request by the Agent any existing environmental
report, study or audit of the Company's or its Subsidiaries' procedures and
policies, assets and operations in respect of Environmental Laws as the Agent
may reasonably request; provided that such existing report, study or audit is in
the possession of the Company or its Subsidiaries or, if not in their
possession, is reasonably obtainable from a third party having possession and
subject to such conditions and requirements as the Company or its Subsidiaries
may reasonably impose to protect legal privilege, provided that such conditions
or requirements may not extend to withholding information pertaining to factual
circumstances or conditions that the Company would otherwise be required to
disclose under this Agreement.

                  (g) Promptly upon receipt thereof, a copy of any report or
management letter submitted to the Company or its Subsidiaries by its
independent accountants in connection with any regular or special audit of the
Company's or its Subsidiaries' records.

                  (h) Within sixty (60) days after the start of each fiscal year
of the Company beginning with fiscal year 1998, a financial plan and budget of
the Company and its Subsidiaries for such fiscal year prepared by the Company in
its ordinary course of business, which financial plan and budget shall include a
balance sheet and related statements of income and cash flow for such fiscal
year and the succeeding four fiscal years.

                  (i) From time to time and with reasonable promptness, such
other information or documents as the Agent or any Lender through the Agent may
reasonably request.

                  (j) Promptly upon filing, a copy of any Company Current Report
Form 8-K filed with the Securities and Exchange Commission (or any governmental
body or agency succeeding to the functions of the Securities and Exchange
Commission).

                  (k) Promptly upon consummation thereof, notice of the sale of
         any Other Asset.

                  (l) Promptly and in no event later than July 31, 2000, deliver
         to the Agent:

                      (i) a T38 endorsement to each mortgagee policy of title
         insurance issued with respect to each deed of trust executed by the
         Company constituting a Security Document,

                      (ii) a copy of the Certificate of Conversion certified by
         the Secretary of State of Texas,

                      (iii) with respect to the Conversion, the Plan of
         Conversion and the Articles of Conversion, and

                      (iv) a copy, certified by the Secretary of State of the
         State of Texas, of the certificate of limited partnership of the
         Company.


                                      -54-
<PAGE>   60


                  SECTION 7.02 Books, Records and Inspections. The Company will
and will cause its Subsidiaries to maintain corporate books and financial
records, and will permit, or cause to be permitted, any Person designated by the
Agent, and after the occurrence and during the continuance of an Event of
Default, any Person designated by any Lender, to visit and inspect any of the
properties of the Company, to examine such corporate books and financial records
of the Company and to make copies thereof or extracts therefrom and to discuss
the affairs, finances and accounts of any such corporations with the officers,
employees and agents of the Company and its Subsidiaries, with their independent
public accountants, all at such reasonable times and upon reasonable notice and
as often as the Agent may reasonably request. Upon the occurrence and during the
continuance of an Event of Default, any Person designated by the Agent may
request that such independent public accountants obtain Receivable confirmation
reports from account receivable debtors of the Company and its Subsidiaries.

                  SECTION 7.03 Insurance and Maintenance of Properties. (a) The
Company will and will cause its Subsidiaries to keep reasonably adequately
insured by financially sound and reputable insurers all of its material
property, which is of a character, and in amounts and against such risks,
usually and reasonably insured by similar Persons engaged in the same or similar
businesses, including, without limitation, insurance against fire, casualty,
business interruption and any other hazards normally insured against. The
Company will at all times maintain and will cause its Subsidiaries to maintain
insurance against its liability for injury to Persons or property, which
insurance shall be by financially sound and reputable insurers and in such
amounts and form as are customary for corporations of established reputation
engaged in the same or a similar business and owning and operating similar
properties, and shall annually provide the Agent a listing of all such insurance
and such other certificates and other evidence thereof, as the Agent shall
reasonably request. A listing of all policies existing on July 1, 1996
(including policy limits) of the Company and its Subsidiaries is attached hereto
as Schedule 7.03. The Company shall obtain and cause its Subsidiaries to obtain,
all such endorsements as are available to such policies showing the Agent as an
additional insured, or, at the Agent's option, a co-loss payee, thereunder. In
the event that any improvements are located on any real property of the Company
or any Subsidiary designated as "flood prone" or a "flood risk area," as defined
by the Flood Disaster Protection Act of 1973 (42 U.S.C. Section 4121), then the
Company or such Subsidiary shall maintain flood insurance in an amount required
by the National Flood Insurance Program on such improvements and shall comply
with all additional requirements of the National Flood Insurance Program as set
forth therein. All policies of insurance required by the terms of this Agreement
or any Security Document shall provide that at least 15 days' prior written
notice be given to the Agent of any termination, cancellation, reduction or
other material modification of such insurance.

                  (b) The Company will cause all of its and its Subsidiaries'
properties used or useful in the conduct of their respective businesses to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all reasonably necessary
repairs, renewals and replacements thereof, all as in the reasonable judgment of
the Company may be reasonably necessary so that the business carried on in
connection therewith may be properly conducted at all times.


                                      -55-
<PAGE>   61


                  SECTION 7.04 Payment of Taxes. The Company will pay and
discharge and will cause its Subsidiaries to pay and discharge all material
taxes, assessments and governmental charges or levies imposed upon them or upon
their respective incomes or profits, or upon any properties belonging to any of
them, prior to the date on which penalties attach thereto, except for such
amounts that are being contested in good faith and by appropriate actions and
for which appropriate reserves have been made on the books of such entity in
accordance with GAAP.

                  SECTION 7.05 Corporate Existence. The Company will do all
things necessary and will cause its Subsidiaries to do all things necessary to
(i) except as permitted under Section 8.02, preserve and keep in full force and
effect their respective corporate existences and (ii) maintain all rights,
franchise agreements, business contracts, patents, trademarks, licenses and
Material Contracts as may be required so that the business carried on in
connection therewith may be properly conducted at all times, except for any
failure to so maintain that would not reasonably be expected to have a Material
Adverse Effect.

                  SECTION 7.06 Compliance with Statutes. The Company will comply
with and will cause its Subsidiaries to comply with all applicable statutes
(except as to ERISA and Environmental Laws, only to the extent required under
Sections 6.11 and 6.12, respectively), regulations and orders of, and all
applicable restrictions imposed by, all governmental bodies, domestic or
foreign, except for any failure to so comply that would not reasonably be
expected to have a Material Adverse Effect.

                  SECTION 7.07 ERISA. Immediately after any Responsible Officer
of the Company knows or has reason to know any of the following items are true,
the Company will deliver or cause to be delivered to the Lenders a certificate
of the chief financial officer of the Company setting forth details as to such
occurrence and such action, if any, the Company or any ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Company or its ERISA Affiliate with respect
thereto: that a Reportable Event has occurred or that an application may be or
has been made to the Secretary of the Treasury for a waiver or modification of
the minimum funding standard; that a Multiemployer Plan has been or may be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that any required contribution which is material to a Plan, Multiemployer
Plan or Employee Plan has not been or may not be timely made; that proceedings
may be or have been instituted under Section 4069(a) of ERISA to impose
liability on the Company or an ERISA Affiliate or under Section 4042 of ERISA to
terminate a Plan or appoint a trustee to administer a Plan; that the Company or
any ERISA Affiliate has incurred or may incur any liability (including any
contingent or secondary liability) on account of the termination of or
withdrawal from a Plan or a Multiemployer Plan; and that the Company or any
ERISA Affiliate may be required to provide security to a Plan under Section
401(a)(29) of the Code; or any other condition(s) exist(s) or may occur with
respect to one or more Plans, Employee Plans and/or Multiemployer Plans which
would reasonably be expected to result, individually or in the aggregate, in a
Material Adverse Effect.

                  SECTION 7.08 Utility Regulation. The Company will cause the
representations and warranties set forth in Section 6.10 hereof to be and remain
at all times true and correct.


                                      -56-
<PAGE>   62


                  SECTION 7.09 Subsidiaries. The Company will (a) cause any
Person becoming a Subsidiary of the Company to execute in form and substance
satisfactory to the Agent a guaranty, security agreement, deed of trust and/or
other security instruments sufficient to (x) obligate such Subsidiary for
repayment of all or a portion of the Loans and (xx) pledge all or a portion of
such Subsidiaries' assets as collateral for the Loans and (b) execute, and cause
any such Subsidiary to execute, as applicable, a pledge agreement in form and
substance satisfactory to the Agent pledging all of its Capital Stock of any
such Subsidiary that is either a direct Subsidiary of the Company or a direct
Subsidiary of a Subsidiary.

                  SECTION 7.10 Material Contracts. The Company will notify the
Agent of any material default under any Material Contract promptly after a
Responsible Officer obtains knowledge thereof.

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

                  The Company covenants and agrees as to itself and each of its
Subsidiaries that on and after the date hereof and until the Notes are paid in
full and the Total Revolving Credit Commitment has terminated:

                  SECTION 8.01 Change in Business. The Company and its
Subsidiaries will not engage in any businesses not of the same general type as,
or reasonably related to, those conducted by the Company on the Effective Date.

                  SECTION 8.02 Consolidation, Merger or Sale of Assets. Neither
the Company nor any Subsidiary will wind up, liquidate or dissolve its affairs,
or enter into any transaction of merger or consolidation, or sell, transfer or
otherwise dispose of all or any part of its property or assets (other than sales
of Inventory and surplus or obsolete assets in the ordinary course of business,
provided that any disposal does not prejudice the Lenders in any material way),
except that

                  (a) any Subsidiary of the Company may merge, consolidate, wind
up, liquidate or dissolve into and with the Company or any other wholly-owned
Subsidiary of the Company;

                  (b) the Company and its Subsidiaries may make Permitted
Investments;

                  (c) any Subsidiary of the Company may sell its assets to the
Company or another wholly-owned Subsidiary of the Company;

                  (d) sales of assets by the Company or its Subsidiaries not to
exceed $2,000,000.00 in any fiscal year;

                  (e) sales of any Other Assets; and


                                      -57-
<PAGE>   63


                  (f) the Merger.

Upon the request and at the expense of the Company in connection with any sale,
transfer or other disposition of property or assets permitted hereunder or under
any other Loan Document, and so long as no Default or Event of Default has
occurred and is continuing, the Agent shall upon request execute and deliver, or
shall cause the secured party, mortgage trustee or other appropriate Person to
execute and deliver, to the Company duly executed releases or partial releases,
as applicable, of any Lien pursuant to any Loan Document which it may have in
such property or assets, in form and substance reasonably satisfactory to the
Agent, the secured party, mortgage trustee or other appropriate Person, as the
case may be, and the Company.

                  SECTION 8.03 Indebtedness. The Company will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness except:

                  (a) Indebtedness existing hereunder;

                  (b) Indebtedness evidenced by the Subordinated Debt or any
other Indebtedness of the Company or any of its Subsidiaries which is expressly
and validly subordinated to the Obligations pursuant to terms, conditions and
amounts of such other subordinated Indebtedness which are satisfactory to the
Lenders;

                  (c) Capitalized Lease Obligations and purchase money financing
not to exceed $10,000,000.00 in the aggregate outstanding at any time;

                  (d) Indebtedness relating to loans or advances permitted under
Section 8.05; and

                  (e) Indebtedness that constitutes "mark to market" exposure
resulting from any Derivative for the purpose of hedging in the ordinary course
of business against fluctuations in interest rates, commodity prices and foreign
exchange rates;

                  (f) obligations under "take or pay" contracts or similar
arrangements entered into in the ordinary course of business; provided that the
Company or any of its Subsidiaries have not made payments under any such
contracts or arrangements other than payments for product received or product
the Company or any of its Subsidiaries reasonably expects it will be able to
receive within one year from the date the payment was made and the amount of all
such payments in the aggregate could not reasonably be expected to have a
Material Adverse Effect; and

                  (g) Indebtedness that constitutes a renewal, refinancing or
extension of any Indebtedness referred to in this Section 8.03; provided, that
(i) no Lien existing at the time of such renewal, refinancing or extension shall
be extended to cover any property not already subject to such Lien and (ii) the
principal amount of any Indebtedness renewed, refinanced or extended shall not
exceed the amount of such Indebtedness outstanding immediately prior to such
renewal, refinancing or extension.


                                      -58-
<PAGE>   64


                 SECTION 8.04 Liens. The Company will not, and will not permit
any Subsidiary to, create, incur, assume or suffer to exist any Lien upon or
with respect to any of its property or assets of any kind whether now owned or
hereafter acquired (nor will it covenant with any other Person not to grant such
a lien to the Agent), except in connection with the following which are
permitted liens ("Permitted Liens"):

                  (a) Liens existing on July 1, 1996 and listed on Schedule
8.04(a);

                  (b) Liens for taxes or assessments or other governmental
charges or levies, either not yet due and payable or being contested in good
faith and by appropriate actions for which adequate reserves have been
established;

                  (c) non-consensual Liens imposed by operation of law
including, without limitation, landlord Liens for rent not yet due and payable,
and Liens for materialmen, mechanics, warehousemen, carriers, employees,
workmen, repairmen, current wages or accounts payable not yet delinquent and
arising in the ordinary course of business or being contested in good faith by
appropriate proceedings and subject to maintenance of adequate reserves;

                  (d) easements, rights-of-way, restrictions and other similar
Liens or imperfections to title which do not materially interfere with the
occupation, use, and enjoyment by the Company or any of its Subsidiaries of the
property or asset encumbered thereby or materially impair the value of the
property or asset subject thereto and none of which are violated by existing or
proposed improvements or land use of such property or asset;

                  (e) Liens arising under worker's compensation laws,
unemployment insurance laws or similar legislation;

                  (f) Liens in favor of the Agent pursuant to the Loan
Documents;

                  (g) Liens securing Indebtedness permitted by Section 8.03(c);

                  (h) Liens of any judgments or orders not constituting an Event
of Default;

                  (i) any right of set off relating to Indebtedness or
Investment that are not prohibited by this Agreement; and

                  (j) any renewal, extension or replacement of any Lien referred
to in subparagraph (a) above; provided, that no Lien arising or existing as a
result of such extension, renewal or replacement shall be extended to cover any
property not theretofore subject to the Lien being extended, renewed or replaced
and provided further that the principal amount of the Indebtedness secured
thereby shall not exceed the principal amount of the Indebtedness so secured at
the time of such extension, renewal or replacement.


                                      -59-
<PAGE>   65


                 SECTION 8.05 Investments. The Company will not, and will not
permit any Subsidiary to, directly or indirectly, make or own any Investment in
any Person, except:

                  (a) the Company and its Subsidiaries may make and own
Permitted Investments;

                  (b) the Company and its Subsidiaries may continue to own
Investments owned by such Person on July 1, 1996 as set forth on Schedule
8.05(b);

                  (c) loans by any Subsidiary of the Company to the Company or
loans by the Company to any Subsidiary in the ordinary course of business not in
excess of $1,000,000.00 in the aggregate;

                  (d) loans by the Company to the ESOP to purchase Capital Stock
of the Parent in the aggregate at any time outstanding not in excess of
$10,000,000.00;

                  (e) Investments arising out of loans and advances for
expenses, travel per diem and similar items in the ordinary course of business
to officers, directors, and employees not to exceed $200,000.00 in the aggregate
outstanding at any time;

                  (f) other Investments in an amount not to exceed $500,000.00
outstanding at any time; and

                  (g) Investments reasonably related to the Company's business
as currently conducted from (i) Excess Cash Flow not required to be paid to the
Lenders or (ii) Excess Sales Proceeds not required to be paid to the Lenders.

                  SECTION 8.06 Guaranties. The Company will not, and will not
permit any Subsidiary to, directly or indirectly, guarantee the Indebtedness of
any Person, except:

                  (a) endorsements of instruments for deposit or collection in
the ordinary course of business;

                  (b) guaranties in favor of the Agent or the Lenders evidenced
by a Loan Document; and

                  (c) guaranties by the Company of any obligations of its
Subsidiaries incurred in the ordinary course of business and not prohibited
hereby.

                 SECTION 8.07 Restricted Payments. The Company will not, and
will not permit any Subsidiary to, (a) pay any dividends or make any other
distributions, direct or indirect, on account of any class of Capital Stock of
the Company or such Subsidiary now or hereafter outstanding, except as follows,
provided that (except as to subclause (iii)) there is not then in existence any
Default or Event of Default (i) dividends payable solely in shares of Capital
Stock or warrants, rights or options to acquire Capital Stock of the Company or
any Subsidiary, (ii) payments


                                      -60-
<PAGE>   66


to the Parent not to exceed in any fiscal year $500,000.00, (iii) payments by
the Company to the Parent pursuant to a tax sharing agreement reasonably
satisfactory to the Agent between such parties, (iv) payments by a Subsidiary of
the Company to the Company or another Subsidiary of the Company, (v) commencing
fiscal year 2002, dividends or payments by the Company to Holding Co. to be used
by Holding Co. solely for scheduled payments of interest in respect of the
Discount Debentures; or (b) redeem, retire, purchase or make any other
acquisition, direct or indirect, of any shares of any class of Capital Stock of
the Company, the Parent or Holding Co. and or of any warrants, rights or options
to acquire any such shares, now or hereafter outstanding, except as follows,
provided that there is not then in existence any Default or Event of Default (i)
to the extent that the consideration therefor consists solely of Capital Stock
(including warrants, rights or options relating thereto) of the Company and (ii)
payments by the Company to the Parent or Holding Co. or payments made directly
by the Company to be used to repurchase, redeem, acquire or retire for value any
Capital Stock of the Parent or Holding Co. pursuant to any stockholders'
agreement, management equity subscription plan or agreement, stock option plan
or agreement or the ESOP or other employee benefit plan or agreement; provided
that the aggregate price paid, and not reimbursed, for all such repurchased,
redeemed, acquired or retired capital stock shall not exceed during any one
fiscal year of the Company the greater of (A) $1,000,000.00 or (B) the minimum
amount required under the ESOP.

                 SECTION 8.08 Change in Accounting. The Company will not change
its method of accounting except for (a) immaterial changes permitted by GAAP in
which the Company's auditors concur or (b) changes required by GAAP; provided
that the Company and the Agent shall negotiate in good faith, to renegotiate any
affected provision of this Agreement to reflect any such change. The Company
shall advise the Agent and the Lenders in writing promptly upon making any
material change to the extent same is not disclosed in the financial statements
required under Section 7.01 hereof.

                 SECTION 8.09 Prepayment of Other Indebtedness. The Company (a)
will not make any voluntary prepayments or defeasements of principal or interest
on any other Indebtedness of the Company including the Subordinated Debt
(including any redemptions prior to scheduled maturity whether voluntary or
obligatory), except for permanent reduction of Indebtedness other than the
Subordinated Debt, and (b) will not amend any material term (including interest,
payment or subordination terms) of any other Indebtedness including the
Subordinated Debt without the prior written consent of the Lenders except such
amendments of Indebtedness other than Subordinated Debt which do not make any
material term less favorable to the Company or the Lenders.

                 SECTION 8.10 Transactions with Affiliates. Other than those
transactions (a) disclosed to the Agent in writing which are to be created on or
before the Effective Date, or (b) payment of salaries, benefits, and Employee
Bonuses in the ordinary course of business, the Company will not, and will not
permit any Subsidiary to, directly or indirectly, engage in any transaction with
any Affiliate, including the purchase, sale or exchange of assets or the
rendering of any service, except transactions in the ordinary course of business
or pursuant to the reasonable requirements of its business and, in each case,
upon terms that are no less favorable than those which might be obtained in an
arm's-length transaction at the time from non-Affiliates.


                                      -61-
<PAGE>   67


                 SECTION 8.11 Subsidiaries' Stock. After the Effective Date, the
Company will not sell, transfer or otherwise dispose of any class of its Capital
Stock or any of the voting rights of any Subsidiary of the Company, except as
permitted under Section 8.02.

                 SECTION 8.12 Material Contracts. The Company will not amend,
cancel or breach any of the Material Contracts except such amendments,
cancellations or breaches as would not reasonably be expected to cause a
Material Adverse Effect.

                 SECTION 8.13 Financial Ratios. For purposes of calculating the
ratios as set forth in this Section 8.13, at any time before June 30, 1997,
EBITDA, cash taxes, interest expense and Capital Expenditures for the applicable
periods shall be annualized.

                 (a) Fixed Charge Coverage Ratio. The Company will not permit at
any time the Fixed Charge Coverage Ratio to be (a) for the period from March 28,
1997 to and including June 30, 1997, less than 1.0 to 1.0, (b) for the period
from July 1, 1997 to and including September 30, 1997, less than .8 to 1.0, (c)
for the period from October 1, 1997 to and including December 31, 1997, less
than .9 to 1.0, (d) for the period from January 1, 1998 to and including June
30, 1998, less than 1.0 to 1.0, (e) for the period from July 1, 1998 to and
including June 30, 1999, less than 1.0 to 1.0, (f) for the period from July 1,
1999 to and including December 31, 1999, less than 1.0 to 1.0, (g) for the
period from January 1, 2000 to and including June 30, 2000, less than 1.0 to
1.0, and (h) at any time after June 30, 2000, less than 1.15 to 1.0.

                 (b) Total Debt to EBITDA Ratio. The Company will not be
required to comply with any requirements for the ratio of Total Debt to EBITDA
for the period from March 28, 1997 to and including September 29, 1997. The
Company will not permit at any time the ratio of Total Debt to EBITDA to be (a)
for the period FROM September 30, 1997 to and including December 30, 1997,
greater than 7.2 to 1.0, (b) for the period from December 31, 1997 to and
including March 30, 1998, greater than 6.25 to 1.0, (c) for the period from
March 31, 1998 to and including June 29, 1998, greater than 5.75 to 1.0, (d) for
June 30, 1998 to and including June 30, 1999, greater than 5.0 to 1.0, (e) for
the period from July 1, 1999 to and including December 31, 1999, greater than
5.00 to 1.0, (f) for the period from January 1, 2000 to and including June 30,
2000, greater than 5.25 to 1.0, (g) for the period from July 1, 2000 to and
including June 30, 2001, greater than 3.5 to 1.0, (h) for the period from July
1, 2001 to and including June 30, 2002, greater than 3.0 to 1.0, (i) for the
period from July 1, 2002 to and including June 30, 2003, greater than 3.0 to 1.0
and (j) for the period from July 1, 2003 to and including June 30, 2004, greater
than 3.0 to 1.0.

                 (c) Net Worth. The Company will not permit at any time Net
Worth to be less than $52,000,000.00, plus seventy-five percent (75%) of
cumulative net income (only if positive and without giving effect to any
nonrecurring items, extraordinary gains or losses or gains or losses from the
sale of assets or write down in the value of assets owned by the Company and its
Subsidiaries) commencing on March 28, 1997 and one hundred percent (100%) of
proceeds of any equity offering.


                                      -62-
<PAGE>   68


                  (d) Current Ratio. The Company will not permit at any time the
ratio of Current Assets to Current Liabilities to be less than 1.25 to 1.0.

                  SECTION 8.14 Capital Expenditures. (a) Except as permitted in
subclauses (b), (c) and (d) below, the Company will not permit any Capital
Expenditures in excess of the following amounts during the following periods
(together with the amounts described in clause (c) below of this Section 8.14,
"Scheduled Capital Expenditures"):

<TABLE>
<CAPTION>
                                                                Scheduled Capital
                           Fiscal Year                         Expenditure Amount
                           -----------                         ------------------
<S>                        <C>                                 <C>
                              1997                               $13,500,000

                              1998                                16,000,000

                              1999                                11,000,000

                              2000                                 8,000,000

                              2001                                 8,000,000

                              2002                                 8,000,000

                              2003                                 8,000,000

                              2004                                 8,000,000
</TABLE>

                  (b) The Company and its Subsidiaries may make Capital
Expenditures to the extent of the amount of any Excess Cash Flow not required to
be paid to the Lenders during any such period and Excess Sales Proceeds not
required to be paid to the Lenders during any such period.

                  (c) To the extent any amount of Scheduled Capital Expenditures
is not used during any single calendar year, such unexpended amount may be
carried forward and expended during the next calendar year (but not any other
calendar year); provided that during any calendar year in which such unexpended
amounts have been so carried forward, all Capital Expenditures are deemed to
apply first to the carry forward amount and then to the Scheduled Capital
Expenditures for such year.

                  (d) The Company and its Subsidiaries may make Capital
Expenditures for one or more projects for expansion of the specially chemicals
business so long as the aggregate Capital Expenditures pursuant to this Section
8.14(d) do not exceed $10,000,000 in the aggregate.

                  SECTION 8.15 Fiscal Year. Except for a change to June 30, the
Company will not change its fiscal year end.


                                      -63-
<PAGE>   69


                  SECTION 8.16 Sale/Leaseback Transactions. The Company will not
enter, and will not permit any Subsidiary to enter, into any arrangement with
any Person or to which such Person is a party providing for the leasing by the
Company or any of its Subsidiaries of real or personal property which has been
or is to be sold or transferred by the Company or such Subsidiary to such Person
or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the Company;
provided that the Company or any of its Subsidiaries may at any time enter into
sale/leaseback transactions so long as the aggregate amount of all such
obligations incurred by the Company and its Subsidiaries does not exceed
$10,000,000.00 outstanding at any time.


                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES

                  SECTION 9.01 Events of Default. The following events shall
constitute Events of Default ("Events of Default") hereunder:

                  (a) any installment of principal on any Note shall not be paid
on the date on which such payment is due, or any payment of interest on any Note
or any payment of any Fee shall not be paid on or before the fifth (5th) day
after such payment is due; or

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

                  (c) the Company shall fail to perform or observe any duty or
covenant contained in Article VIII (other than those described in, but not
permitted by Section 8.04(b), (c) or (e)) or in Section 7.01(f), or Section
7.03(a) or Section 7.09 hereof; or

                  (d) the Company or any Loan Party shall fail to perform or
observe any duty or covenant contained in (i) Section 7.01(a), (b), (c), (d),
(e) and (h) or those described in, but not permitted by Section 8.04(b), (c) or
(e) and such failure is not remedied within the earlier of (i) ninety (90) days
or (ii) ten (10) days after the earlier of (x) notice of such failure by the
Agent to the Company or (xx) after a Responsible Officer of the Company or any
Subsidiary has actual knowledge thereof; and (ii) this Agreement or any Loan
Document, other than those referenced in Section 9.01(a), (b), (c) or clause (i)
of this Section 9.01(d) and such failure is not remedied within the earlier of
(i) ninety (90) days or (ii) thirty (30) days after the earlier of (x) notice of
such failure by the Agent to the Company or (xx) after a Responsible Officer of
the Company or any Subsidiary has actual knowledge thereof; or

                  (e) the Company or any Loan Party shall (i) fail to make
(whether as primary obligor or as guarantor or other surety) any principal
payment of or interest or premium, if any, on


                                      -64-
<PAGE>   70


any instruments of Indebtedness in the aggregate in excess of $5,000,000.00
allowed hereunder (other than the Notes) and such failure remains outstanding
beyond any period of grace provided with respect thereto or (ii) fail to duly
observe, perform or comply with any agreement with any Person, or any term or
condition of any instrument of Indebtedness in excess of $5,000,000.00 beyond
any period of grace provided with respect thereto, if such failure causes
(unless such failure has been waived by the holder(s) of such Indebtedness), or
permits the holder(s) to cause, such obligations to become due prior to any
stated maturity; or

                  (f) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of the Company or any Loan Party or of a substantial part
of the property or assets of the Company or any Loan Party, under Title 11 of
the United States Code, as now or hereafter in effect, or any successor thereto
(the "Bankruptcy Code"), or any other federal or state bankruptcy, insolvency,
receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Company or any
Loan Party or for a substantial part of the property or assets of the Company or
any Loan Party or (iii) the winding-up or liquidation of the Company or any Loan
Party; and such proceeding or petition shall continue undismissed for sixty (60)
days or an order or decree approving or ordering any of the foregoing shall be
entered; or

                  (g) the Company or any Loan Party shall (i) voluntarily
commence any proceeding or file any petition seeking relief under the Bankruptcy
Code or any other federal or state bankruptcy, insolvency, receivership or
similar law, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or the filing of any petition described
in clause (f) above, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Company or any Loan Party or for a substantial part of the property or
assets of the Company or any Loan Party, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, (vi) admit in writing
its inability or fail generally to pay its debts as they become due or (vii)
take any action for the purpose of effecting any of the foregoing; or

                  (h) the Company shall (i) fail to make any principal payment
of or interest or premium, if any, on the Subordinated Debt beyond any period of
grace provided with respect thereto, (ii) fail to duly observe, perform or
comply with any agreement beyond any period of grace provided with respect
thereto, if such failure is to permit the holder(s) to cause such obligations to
become due prior to any stated maturity or (iii) become obligated to redeem,
repurchase or repay all or any portion of any principal, interest or premium on
the Subordinated Debt prior to its scheduled payment; or

                  (i) Holding Co. shall (i) fail to make any principal payment
of or interest or premium, if any, on the Discount Debentures beyond any period
of grace provided with respect thereto, (ii) fail to duly observe, perform or
comply with any agreement beyond any period of grace provided with respect
thereto, if such failure is to permit the holder(s) to cause such obligations to
become due prior to any stated maturity or (iii) become obligated to redeem,
repurchase or repay all


                                      -65-
<PAGE>   71


or any portion of any principal, interest or premium on the Discount Debentures
prior to its scheduled payment; or

                  (j) a judgment or order, which with other outstanding
judgments and orders against the Company or any Loan Party equal or exceed
$2,000,000.00 in the aggregate (to the extent not covered by insurance as to
which the respective insurer has acknowledged coverage), shall be entered
against the Company or any Loan Party and (i) within sixty (60) days after entry
thereof such judgment shall not have been paid or discharged or execution
thereof stayed pending appeal or, within sixty (60) days after the expiration of
any such stay, such judgment shall not have been paid or discharged or (ii) any
enforcement proceeding shall have been commenced (and not stayed) by any
creditor or upon such judgment; or

                  (k) if (A) (i) any Plan shall fail to satisfy the minimum
funding standards of ERISA or the Code for any plan year or part thereof or a
waiver of such standards or extension of any amortization period is sought or
granted under section 412 of the Code, (ii) a notice of intent to terminate any
Plan shall have been or is reasonably expected to be filed with the PBGC or the
PBGC shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the
Company or any Subsidiary or any ERISA Affiliate that a Plan may become subject
to any such proceedings, (iii) any Plan shall have any Unfunded Current
Liability, (iv) the Company or any Subsidiary or any ERISA Affiliate shall have
incurred or is reasonably expected to incur any liability pursuant to Title I or
IV of ERISA or the penalty or excise tax provisions of the Code relating to
employee benefit plans, (v) the Company or any Subsidiary or any ERISA Affiliate
withdraws from any Multiemployer Plan, (vi) the Company or any Subsidiary or any
ERISA Affiliate fails to make any contribution due, or payment to or with
respect to, any employee benefit plan, or (vii) the Company or any Subsidiary or
any ERISA Affiliate establishes or amends any employee welfare benefit plan that
provides post-employment welfare benefits in a manner that would increase the
liability of the Company or any Subsidiary or any ERISA Affiliate thereunder,
and (B) any such event or events described in clauses (i) through (vii) above,
either individually or together with any other such event or events, would
reasonably be expected to have a Material Adverse Effect; or

                  (l) the occurrence of any Change of Control; or

                  (m) the Obligations shall cease, except as permitted hereby,
being secured by substantially all of the assets of the Company.

                  SECTION 9.02 Primary Remedies. In any such event, and at any
time after the occurrence of any of the above described events, the Agent shall,
if requested by the Majority Lenders, by written notice to the Company (a
"Notice of Default") take any or all of the following actions (without prejudice
to the rights of any Lender to enforce any other rights it may have against the
Company, provided that, if an Event of Default specified in Section 9.01(f) or
Section 9.01(g) shall occur, the following shall occur automatically without the
giving of any Notice of Default): (a) declare the Total Revolving Credit
Commitment terminated, whereupon the Total Revolving Credit Commitment shall
forthwith terminate immediately and any Revolving Credit Commitment


                                      -66-
<PAGE>   72


Fee shall forthwith become due and payable without any other notice of any kind;
(b) declare the principal of and any accrued and unpaid interest in respect of
all Advances, and all obligations owing hereunder, to be, whereupon the same
shall become, forthwith due and payable without presentment, demand, notice of
demand or of dishonor and non-payment, protest, notice of protest, notice of
intent to accelerate, declaration or notice of acceleration or any other notice
of any kind, all of which are hereby waived by the Company; and (c) exercise any
rights or remedies under any of the Loan Documents.

                  SECTION 9.03 Other Remedies. Upon the occurrence and during
the continuance of any Event of Default, the Agent may proceed to protect and
enforce its and the Lenders' rights, either by suit in equity or by action at
law or both, whether for the specific performance of any covenant or agreement
contained in this Agreement or in any other Loan Document or in aid of the
exercise of any power granted in this Agreement or in any other Loan Document;
or may proceed to enforce the payment of all amounts owing to the Lenders under
the Loan Documents and any accrued and unpaid interest thereon in the manner set
forth herein or therein; it being intended that no remedy conferred herein or in
any of the other Loan Documents is to be exclusive of any other remedy, and each
and every remedy contained herein or in any other Loan Document shall be
cumulative and shall be in addition to every other remedy given hereunder and
under the other Loan Documents or now or hereafter existing at law or in equity
or by statute or otherwise.

                                    ARTICLE X
                                    THE AGENT

                  SECTION 10.01 Authorization and Action. Each Lender hereby
irrevocably appoints and authorizes the Agent to act on its behalf and to
exercise such powers under this Agreement and the other Loan Documents as are
specifically delegated to or required of the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto. The Agent may perform any
of its duties hereunder by or through its agents and employees. The duties of
the Agent shall be mechanical and administrative in nature; the Agent shall not
have by reason of this Agreement or any other Loan Document a fiduciary
relationship in respect of any Lender; and nothing in this Agreement or any
other Loan Document, expressed or implied, is intended to, or shall be so
construed as to, impose upon the Agent any obligations in respect of this
Agreement or any other Loan Document except as expressly set forth herein or
therein. As to any matters not expressly provided for by this Agreement, the
Notes or the other Loan Documents (including enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Lenders, and such instructions shall be binding upon the Lenders
and all holders of Notes and the Obligations; provided, that the Agent shall not
be required to take any action which exposes the Agent to personal liability or
which is contrary to this Agreement or applicable law.

                  SECTION 10.02 Agent's Reliance. (a) Neither the Agent nor any
of its directors, officers, agents or employees shall be liable to the Lenders
for any action taken or omitted to be


                                      -67-
<PAGE>   73


taken by it or them under or in connection with this Agreement, the Notes or any
of the other Loan Documents (i) with the consent or at the request of the
Majority Lenders or (ii) in the absence of its or their own gross negligence or
willful misconduct (IT BEING THE EXPRESS INTENTION OF THE PARTIES HERETO THAT
THE AGENT AND ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL HAVE NO
LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 10.02 RESULTING FROM
THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE).

                  (b) Without limitation of the generality of the foregoing, the
Agent: (i) may treat the payee of each Note and the Obligations as the holder
thereof until the Agent receives written notice of the assignment or transfer
thereof signed by such payee and in form satisfactory to the Agent; (ii) may
consult with legal counsel (including counsel for the Company), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations made in or in connection with this
Agreement, any Note or any other Loan Document; (iv) except as otherwise
expressly provided herein, shall not have any duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions of
this Agreement, any Note or any other Loan Document or to inspect the property
(including the books and records) of the Company; (v) shall not be responsible
to any Lender for the due execution, legality, validity, enforceability,
collectibility, genuineness, sufficiency or value of this Agreement, any Note,
any other Loan Document or any other instrument or document furnished pursuant
hereto or thereto; (vi) shall not be responsible to any Lender for the
perfection or priority of any Lien securing the Obligations; and (vii) shall
incur no liability under or in respect of this Agreement, any Note or any other
Loan Document by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telegram, telecopier or cable) reasonably
believed by it to be genuine and signed or sent by the proper party or parties.

                  SECTION 10.03 Agent and Affiliates; Chase and Affiliates.
Without limiting the right of any other Lender to engage in any business
transactions with the Company or any of its Affiliates, with respect to their
commitments, the Loans made by them and the Notes issued to them, Chase and each
other Lender who may become the Agent shall have the same rights and powers
under this Agreement and its Notes as any other Lender and may exercise the same
as though it was not the Agent; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include Chase and any such other Lender, in their
individual capacities. Chase, each other Person who becomes the Agent and their
respective Affiliates may be engaged in, or may hereafter engage in, one or more
loans, letters of credit, leasings or other financing activity not the subject
of this Agreement (collectively, the "Other Financings") with the Company or any
of its Affiliates, or may act as trustee on behalf of, or depositary for, or
otherwise engage in other business transactions with the Company or any of its
Affiliates (all Other Financings and other such business transactions being
collectively, the "Other Activities") with no responsibility to account therefor
to the Lenders. Without limiting the rights and remedies of the Lenders
specifically set forth herein, no other Lender by virtue of being a Lender
hereunder shall have any interest in (a) any Other Activities, (b) any present
or future guaranty by or for the account of the Company not contemplated or
included herein, (c) any present or future offset exercised by the Agent in
respect of any such Other Activities, (d) any


                                      -68-
<PAGE>   74


present or future property taken as security for any such Other Activities or
(e) any property now or hereafter in the possession or control of the Agent
which may be or become security for the obligations of the Company hereunder and
under the Notes by reason of the general description of indebtedness secured, or
of property contained in any other agreements, documents or instruments related
to such Other Activities; provided, however, that if any payment in respect of
such guaranties or such property or the proceeds thereof shall be applied to
reduction of the Obligations evidenced hereunder and by the Notes, then each
Lender shall be entitled to share in such application according to its pro rata
portion of such Obligations.

                  SECTION 10.04 Lender Credit Decision. Each Lender acknowledges
and agrees that it has, independently and without reliance upon the Agent or any
other Lender and based on the financial statements referred to in Section 7.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges and agrees that it will, independently and without reliance upon
the Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

                  SECTION 10.05 Agent's Indemnity. (a) The Agent shall not be
required, insofar as the Lenders are concerned, to take any action hereunder or
to prosecute or defend any suit in respect of this Agreement, the Notes or any
other Loan Document unless indemnified to the Agent's satisfaction by the
Lenders against loss, cost, liability and expense. If any indemnity furnished to
the Agent shall become impaired, it may call for additional indemnity and cease
to do the acts indemnified against until such additional indemnity is given. In
addition, the Lenders agree to indemnify the Agent (to the extent not reimbursed
by the Company), ratably according to the respective aggregate principal amounts
of the Notes then held by each of them (or if no Notes are at the time
outstanding, ratably according to the respective amounts of the Total Revolving
Credit Commitment), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent (in such capacity) under
this Agreement, the Notes and the other Loan Documents. Without limitation of
the foregoing, each Lender agrees to reimburse the Agent promptly upon demand
for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Agent in connection with the preparation,
execution, administration, or enforcement of, or legal advice in respect of
rights or responsibilities under, this Agreement, the Notes and the other Loan
Documents to the extent that the Agent is not reimbursed for such expenses by
the Company. The provisions of this Section 10.05(a) shall survive the
termination of this Agreement, the payment of the Obligations and/or the
assignment of any of the Notes.

                  (b) Notwithstanding the foregoing, no Lender shall be liable
under this Section 10.05(b) to the Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements due to the Agent resulting from the Agent's gross
negligence or willful misconduct. EACH LENDER AGREES, HOWEVER, THAT IT


                                      -69-
<PAGE>   75


EXPRESSLY INTENDS, UNDER THIS SECTION 10.05(b), TO INDEMNIFY THE AGENT RATABLY
AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR
RESULTING FROM THE AGENT'S SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE.

                  SECTION 10.06 Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Company and may be
removed as Agent under this Agreement, the Notes and the other Loan Documents at
any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Agent, subject to the approval of the Company, if no Event of Default
has occurred and is continuing, (which approval will not be unreasonably
withheld). If no successor Agent shall have been so appointed by the Majority
Lenders, and shall have accepted such appointment, within 30 calendar days after
the retiring Agent's giving of notice of resignation or the Majority Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any state thereof and
having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as Agent hereunder and under the Notes and the
other Loan Documents by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under this Agreement, the Notes and the other Loan
Documents. After any retiring Agent's resignation or removal as Agent hereunder
and under the Notes and the other Loan Documents, the provisions of this Article
X shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement, the Notes and the other Loan
Documents.

                  SECTION 10.07 Notice of Default. The Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent shall have received notice from a Lender or the
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default." If the Agent receives
such notice, the Agent shall give notice thereof to the Lenders; provided,
however, if such notice is received from a Lender, the Agent also shall give
notice thereof to the Company. The Agent shall be entitled to take action or
refrain from taking action with respect to such Default or Event of Default as
provided in Section 10.01 and Section 10.02.


                                   ARTICLE XI
                                  MISCELLANEOUS

                  SECTION 11.01 Amendments. No amendment or waiver of any
provision of this Agreement, any Note or any other Loan Document, nor consent to
any departure by the Company herefrom or therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Company, as to
amendments, and by the Majority Lenders in all cases, and then, in any case,
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given provided, no such amendment shall be
effective unless signed by all of the Lenders


                                      -70-
<PAGE>   76


if it attempts to: (a) change the definition of "Commitment," "Designated
Payment Date," "Majority Lenders," "Margin," "Revolving Credit Commitment,"
"Revolving Credit Maturity Date," "Term Loan A Amount "Term A Loan Maturity
Date," "Term Loan B Amount," "Term Loan B Maturity Date," "ESOP Loan Amount,"
"ESOP Loan Maturity Date," or "Total Revolving Credit Commitment"; (b) except as
provided in Section 4.02, reduce or increase the amount or alter the terms of
the Commitment of any Lender or subject any Lender to additional obligations, in
each case, without the consent of the Lender affected thereby; (c) modify this
Section 11.01; (d) waive any Default under Section 9.01(a); (e) in any manner
change the amount of, or any date fixed for, any payment of principal or
interest on the Notes or any Fee or the reimbursement obligations of the Company
under any Letter of Credit; (f) modify or waive the mandatory prepayment
requirements set forth in Section 2.08 hereof or the allocation of such
prepayments to the Lenders; or (g) except as expressly permitted hereby, release
any collateral pledged as security for the Obligations or release any Guarantor
from its obligations under the Guaranty.

                  SECTION 11.02 Notices. Except with respect to telephone
notifications specifically permitted pursuant to Article II, all notices,
consents, requests, approvals, demands and other communications provided for
herein shall be in writing (including telecopy communications) and mailed,
telecopied, sent by overnight courier or delivered:

                  (a)      If to the Company:
                           8600 Park Place Boulevard
                           Houston, Texas 77017

                           Telecopy No:  (713) 475-7706
                           Attention: Mr. Brian Bourque

                  (b)      If to the Agent:
                           707 Travis, 7th Floor, Chase N 79
                           Houston, Texas 77002
                           Telecopy No:  (713) 216-6387
                           Attention: Manager

                           with copies to:

                           Loan and Agency Services
                           Chase Bank of Texas, N.A.
                           One Chase Manhattan Plaza, 8th Floor
                           New York, New York 10018
                           Telecopy No.: (212) 552-2261
                           Attention: Mr. Muniram Appanna


                                      -71-
<PAGE>   77


                           and to:

                           Andrews & Kurth L.L.P.
                           4200 Chase Tower
                           Houston, Texas  77002
                           Telecopy No. (713) 220-4295
                           Attention:  Linda Dole

or, in the case of any party hereto, such other address or telecopy number as
such party may hereafter specify for such purpose by notice to the other
parties.

                  (c) If to any Lender, to the address specified by such Lender
(or the Agent on behalf of any Lender) to the Company.

                  All communications to the Agent shall, when mailed, telecopied
or delivered, be effective when mailed by certified mail, return receipt
requested to such party at its address specified above, or telecopied to any
party to the telecopy number set forth above, or delivered personally to such
party at its address specified above; provided, that communications to the Agent
pursuant to Section II shall not be effective until actually received by the
Agent.

                  SECTION 11.03 No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder, under any Note or under any other Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right, or
any abandonment or discontinuance of any steps to enforce such right, preclude
any other or further exercise thereof or the exercise of any other right. No
notice to or demand on the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other circumstances. The
remedies herein are cumulative and not exclusive of any other remedies provided
by law, at equity or in any other agreement.

                  SECTION 11.04 Costs, Expenses and Taxes. The Company agrees to
pay on demand: (a) all reasonable out-of-pocket costs and expenses of the Agent
in connection with the preparation, execution and delivery of this Agreement,
the Notes, the other Loan Documents and the other documents to be delivered
hereunder, including the reasonable fees and out-of-pocket expenses of counsel
for the Agent with respect thereto and with respect to advising the Agent as to
its rights and responsibilities under this Agreement, the Notes and the other
Loan Documents, and any modification, supplement or waiver of any of the terms
of this Agreement or any other Loan Document, (b) all reasonable costs and
expenses of any Lender, including reasonable legal fees and expenses, in
connection with the enforcement of, or preservation of rights under this
Agreement, the Notes and the other Loan Documents and (c) reasonable costs and
expenses incurred in connection with third party professional services required
by the Agent such as appraisers, environmental consultants, accountants or
similar Persons, provided that, prior to any Event of Default hereunder, the
Agent will first obtain the consent of the Company to such expense, which
consent shall not be unreasonably withheld. Without prejudice to the survival of
any other obligations of the Company hereunder and under the Notes, the
obligations of the Company under this Section 11.04 shall


                                      -72-
<PAGE>   78


survive the termination of this Agreement or the replacement of the Agent and
each assignment of the Notes.

                  SECTION 11.05 Indemnity. (a) The Company shall indemnify the
Agent, the Co-Documentation Agents and each Lender and each Affiliate thereof
and their respective directors, officers, employees and agents (OTHER THAN WITH
RESPECT TO ANY CLAIMS BY THE AGENT, THE CO-DOCUMENTATION AGENTS AND/OR ANY
LENDER OR AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE OR AGENT THEREOF AGAINST THE
AGENT, THE CO-DOCUMENTATION AGENTS OR ANY LENDER, OR ANY AFFILIATE, DIRECTOR,
OFFICER, EMPLOYEE OR AGENT THEREOF) (such indemnified Persons called the
"Indemnitees") from, and hold each of them harmless against, any and all losses,
liabilities, claims or damages (including reasonable legal fees and expenses) to
which any of them may become subject, insofar as such losses, liabilities,
claims or damages arise out of or result from (i) this Agreement, the Notes or
any other Loan Document or any actual or proposed use by the Company of the
proceeds of any extension of credit hereunder, (ii) any investigation,
litigation, claims, or demands under any Environmental Laws, or (iii) any other
proceeding (including any threatened investigation or proceeding) relating to
the foregoing clauses (i) and (ii), whether in each such case arising as a
result of this Agreement or any of the other Loan Documents or the transactions
contemplated hereby, and the Company shall reimburse such Indemnitees, upon
demand for any expenses (including legal fees) reasonably incurred in connection
with any such investigation or proceeding; but excluding any such losses,
liabilities, claims, damages or expenses incurred by reason of the gross
negligence or willful misconduct of the Indemnitees. WITHOUT LIMITING ANY
PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO
THAT EACH INDEMNITEE SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ALL SUCH
LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR RESULTING FROM THE SOLE
ORDINARY OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE, BUT NOT FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. Without prejudice to the
survival of any other obligations of the Company hereunder and under the other
Loan Documents, the obligations of the Company under this Section 11.05 shall
survive the termination of this Agreement and the other Loan Documents and the
payment of the Obligations or the assignment of the Notes.

                  (b) Notwithstanding anything set forth herein to the contrary,
the Company shall not, in connection with any one legal proceeding or claim, or
separate but related proceedings or claims arising out of the same general
allegations of circumstances, in which the interest of the Indemnitees (in the
reasonable judgment of such Indemnitees) does not differ in any material
respect, be liable to the Indemnitees (or any of them) under any of the
provisions set forth herein for the fees or expenses of more than one separate
firm of attorneys in each jurisdiction in which legal action is being taken or
may be taken at any time, which firm shall be selected by the Agent (or, if the
Agent fails to so select after notice from the Indemnitees involved, such firm
shall be selected by such Indemnitees), except for any additional firms
reasonably recommended by such firm in good faith for purposes of obtaining
special expertise in any area of law or for purposes of having local counsel in
each court in which such proceeding or proceedings are pending. In any
litigation or other proceeding in which the interests of the Company and any
Indemnitee affected thereby are not adverse (in the reasonable judgment of such
Indemnitee) and with respect to which such Indemnitee may seek indemnification
or reimbursement from the Company hereunder, the Company shall be entitled to
participate (in conjunction with counsel for the Indemnitees), at the Company's
expense,


                                      -73-
<PAGE>   79


in the defense of such litigation or proceeding with its own counsel. No
Indemnitee shall consent to entry of any judgment or enter into any settlement
of any action or proceeding that would give rise to any liability of the Company
hereunder without the prior written consent of the Company (which consent shall
not be unreasonably withheld).

                  SECTION 11.06 Right of Setoff. If any Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits held and other obligations owing by such Lender, or
any branch, subsidiary or Affiliate, to or for the credit or the account of the
Company against any and all the Obligations of the Company now or hereafter
existing under this Agreement and the other Loan Documents and other obligations
of the Company held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement, its Note or the Obligations and
although the Obligations may be unmatured. The rights of each Lender under this
Section 11.06 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

                  SECTION 11.07 Governing Law. This Agreement, all Notes, the
other Loan Documents and all other documents executed in connection herewith
shall be deemed to be contracts and agreements executed by the Company and each
Lender under the laws of the State of Texas and of the United States of America
and for all purposes shall be construed in accordance with, and governed by, the
laws of said state and of the United States of America. Without limitation of
the foregoing, nothing in this Agreement, or in the Notes or in any other Loan
Document shall be deemed to constitute a waiver of any rights which any Lender
may have under applicable federal legislation relating to the amount of interest
which such Lender may contract for, take, receive or charge in respect of the
Loan and the Loan Documents, including any right to take, receive, reserve and
charge interest at the rate allowed by the law of the state where any Lender is
located. The Agent, each Lender and the Company further agree that insofar as
the laws of the State of Texas is applicable to the determination of the Highest
Lawful Rate with respect to the Notes and the Obligations hereunder and under
the other Loan Documents, then that term means the "weekly ceiling" from time to
time in effect under the provisions of Chapter 346 of the Texas Finance Code
does not apply to any Loan, this Agreement, any Note issued hereunder or the
other Loan Documents.

                  SECTION 11.08 Interest. It is the intention of the parties
hereto that the Agent and each Lender shall conform strictly to usury laws
applicable to it, if any. Notwithstanding anything to the contrary set forth
herein, in any other Loan Document or in any other document or instrument, no
provision of any of the Loan Documents or any other instrument or document
furnished pursuant hereto or in connection herewith is intended or shall be
construed to require the payment or permit the collection of interest in excess
of the maximum non-usurious rate permitted by applicable law. Each provision in
this Agreement and each other Loan Document, agreement or writing is expressly
limited so that in no event whatsoever shall the amount paid, or otherwise
agreed to be paid, to the Agent or any Lender, or charged, contracted for,
reserved, taken or received by the Agent or any Lender, for the use, forbearance
or detention of the money to be loaned under this Agreement or any Loan Document
or otherwise (including any sums paid as required by any covenant or obligation
contained herein or in any other Loan Document which is for the use, forbearance
or detention of


                                      -74-
<PAGE>   80


such money), exceed that amount of money which would cause the effective rate of
interest to exceed the Highest Lawful Rate, and all amounts owed under this
Agreement and each other Loan Document shall be held to be subject to reduction
to the effect that such amounts so paid or agreed to be paid, charged,
contracted for, reserved, taken or received which are for the use, forbearance
or detention of money under this Agreement or such Loan Document shall in no
event exceed that amount of money which would cause the effective rate of
interest to exceed the Highest Lawful Rate. If the transactions with any Lender
contemplated hereby would be usurious under applicable law then, in that event,
notwithstanding anything to the contrary in any Note payable to such Lender,
this Agreement, any other Loan Document or any other document or instrument, it
is agreed that in the event that the maturity of any Note payable to such Lender
is accelerated or in the event of any required or permitted prepayment, then
such consideration that constitutes interest under law applicable to such Lender
may never include more than the maximum amount allowed by such applicable law
and excess interest, if any, to such Lender provided for in this Agreement or
otherwise shall be canceled automatically as of the date of such acceleration or
prepayment and, if theretofore paid, shall be credited by such Lender on the
principal amount of the indebtedness owed to such Lender by the Company and any
excess refunded by such Lender to the Company. Anything in any Note or any other
Loan Document to the contrary notwithstanding, the Company shall not be required
to pay unearned interest on any Note and the Company shall not be required to
pay interest on the Obligations at a rate in excess of the Highest Lawful Rate,
and if the effective rate of interest which would otherwise be payable under
such Note and such Loan Documents would exceed the Highest Lawful Rate, or if
the holder of such Note shall receive any unearned interest or shall receive
monies that are deemed to constitute interest which would increase the effective
rate of interest payable by the Company under such Note and the other Loan
Documents to a rate in excess of the Highest Lawful Rate, then (a) the amount of
interest which would otherwise be payable by the Company shall be reduced to the
amount allowed under applicable law and (b) any unearned interest paid by the
Company or any interest paid by the Company in excess of the Highest Lawful Rate
shall in the first instance be credited on the principal of the Obligations of
the Company (or if all such Obligations shall have been paid in full, refunded
to the Company). It is further agreed that, without limitation of the foregoing,
all calculations of the rate of interest contracted for, reserved, taken,
charged or received by any Lender under the Notes, the Obligations and the other
Loan Documents or made for the purpose of determining whether such rate exceeds
the Highest Lawful Rate, shall be made, to the extent permitted by usury laws
applicable to such Lender, by amortizing, prorating and spreading in equal parts
during the period of the full stated term of the Notes and this Agreement.

                  SECTION 11.09 Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by the
Company in connection herewith and the other Loan Documents shall survive the
execution and delivery of this Agreement, the Notes and the other Loan
Documents, the termination of the Total Revolving Credit Commitment of the
Lenders and will bind and inure to the benefit of the respective successors and
assigns of the parties hereto, whether so expressed or not, provided, that the
Total Revolving Credit Commitment of the Lenders shall not inure to the benefit
of any non-approved successor or assign of the Company.


                                      -75-
<PAGE>   81


                  SECTION 11.10 Successors and Assigns; Participations. (a) All
covenants, promises and agreements by or on behalf of the Company or the Lenders
that are contained in this Agreement shall bind and inure to the benefit of
their respective permitted successors and assigns. The Company may not assign or
transfer any of its rights or obligations hereunder without the consent of the
Lenders.

                  (b) Any of the Lenders may assign to or sell participations to
an Eligible Assignee a portion of its rights and obligations under this
Agreement and the other Loan Documents (including a portion of its share of the
Total Commitment, the Advances and the Obligations of the Company owing to it
and the Notes); provided, that, in the case of participations (i) such Eligible
Assignees shall be entitled to the cost protection provisions contained in
Article II and Section 11.04 to the extent the Lender selling the participation
is so entitled, (ii) the Company shall continue to deal solely and directly with
the Agent in connection with its rights and obligations under this Agreement and
the other Loan Documents and (iii) each Lender shall retain the sole right and
responsibility to enforce the Obligations relating to the Loans including,
without limitation, the right to approve any amendment, modification or waiver
of any provision of this Agreement; but such Lender may grant a participant
rights only to the extent such amendments, modifications or waivers would effect
such participant's interests in any fees payable hereunder (including, without
limitation, the amount and the dates fixed for payment of any such fees) or the
amount of principal or the rate of interest payable on, or the dates fixed for
any payment of principal or of interest on, the Loans. Except with respect to
cost protections provided to a participant pursuant to this paragraph hereof, no
participant shall be a third party beneficiary of this Agreement nor shall it be
entitled to enforce any rights provided to the Lenders against the Company under
this Agreement.

                  (c) A Lender may assign to any other Lender and, with the
prior written consent of the Company and the Agent (which consents shall not be
unreasonably withheld), a Lender may assign to one or more other Eligible
Assignees all or a portion of its interests, rights, and obligations under this
Agreement and the other Loan Documents (including all or a portion of its share
of the Total Revolving Credit Commitment and the same portion of the Loans and
other obligations of the Company at the time owing to it and the Note held by
it); provided, however, that each such assignment (i) shall be in a minimum
principal amount of not less than $10,000,000.00 or such Lender's remaining
Commitment (other than any assignment from any Lender of the Term Loan B in
which case in a minimum principal amount of not less than $5,000,000.00), (ii)
shall not reduce any Lender's Commitment to an amount less than $10,000,000.00
(other than to zero or other than any Lender of the Term Loan B in which case in
a minimum amount of not less than $5,000,000.00) and shall be of a constant, and
not a varying, percentage of the assigning Lender's Revolving Credit Commitment,
Term Loan A Loan, ESOP Loan Advance and the rights and obligations attendant to
the Revolving Credit Commitment and such Loans under this Agreement, (iii) the
parties to each such assignment shall execute and deliver to the Agent, for its
acceptance, an Assignment and Acceptance in form and substance satisfactory to
the Agent (an "Assignment and Acceptance") substantially in the form of Exhibit
11.10 hereto, and any Note subject to such assignment and (iv) no assignment
shall be effective until receipt by the Agent of a reasonable service fee in
respect of said assignment equal to $2,500.00. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall


                                      -76-
<PAGE>   82


be at least five Business Days after the execution thereof unless otherwise
agreed to by the assigning Lender, the Eligible Assignee thereunder and the
Agent (x) the Eligible Assignee thereunder shall be a party hereto and to the
other Loan Documents and, to the extent provided in such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and under the
other Loan Documents and (y) the assignor Lender thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement and the other Loan Documents (and, in the case of an
Assignment and Acceptance covering all of the remaining portion of an assigning
Lender's rights and obligations under this Agreement and the other Loan
Documents, such Lender shall cease to be a party hereto except, in the case of
an Issuing Bank, with respect to Letters of Credit issued by such Issuing Bank
which are then outstanding).

                  (d) The Agent shall maintain at its office (i) a copy of each
Assignment and Acceptance delivered to it and (ii) a register (the "Register")
for the recordation of the names and addresses (and taxpayer identification
numbers, if any) of the Lenders and the principal amount and types of Loans
owing to each Lender pursuant to the terms hereof from time to time. The entries
in the Register shall be conclusive in the absence of manifest error, and the
Company, the Agent, the Swing Line Lender and the Lenders shall treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
"Lender" hereunder for all purposes of this Agreement and the Loan Documents.
The Register shall be available for inspection by the Company, the Agent, the
Swing Line Lender and any Lender at any reasonable time and from time to time
upon reasonable prior notice.

                  (e) Upon its receipt of a copy of (or copies of signed
counterparts of) a duly completed and fully executed Assignment and Acceptance,
together with the existing Note or Notes of the assigning Lender subject to such
Assignment and Acceptance, the Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company and the affected Lenders. Not
later than five (5) Business Days after the receipt of the notice from the Agent
referred to in clause (iii) above, the Company, at its own expense, shall
execute and deliver to the Agent, in exchange for the Note or Notes of the
assigning Lender surrendered to the Agent pursuant to this paragraph, a new Note
or Notes payable to the order of the assignee Lender and its registered assigns
in the principal amount of the Loans assigned to it. Any such new Note shall be
substantially in the form of Exhibit 2.05A, 2.05B, 2.05C, 2.05D and 2.05E,
hereto as appropriate. Cancelled Notes shall be promptly returned to the
Company.

                  (f) Notwithstanding any other provision herein but subject to
Section 11.11, any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
11.10(f) disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Company or any Subsidiary furnished
to such Lender by or on behalf of the Company or any Subsidiary.

                  (g) Anything in this Section 11.10 to the contrary
notwithstanding, any Lender may at any time, without the consent of the Company
or the Agent, assign and pledge all or any portion of its Commitments and the
Loans owing to it to any Federal Reserve Bank (and its


                                      -77-
<PAGE>   83


transferees) as collateral security pursuant to Regulation A of the Board and
any Operating Circular issued by such Federal Reserve Bank. No such assignment
shall release the assigning Lender from its obligations hereunder.

                  SECTION 11.11 Confidentiality. Each Lender agrees to exercise
its best efforts to keep any information delivered or made available by the
Company confidential from anyone other than Persons employed or retained by such
Lender who are or are expected to become engaged by such Lender in evaluating,
approving, structuring or administering the Loans and who are subject to this
confidentiality provision; provided that nothing herein shall prevent any Lender
from disclosing such information (a) to any other Lender, (b) pursuant to
subpoena or upon the order of any court or administrative agency, (c) upon the
request or demand of any regulatory agency (including self regulatory agencies)
or authority having jurisdiction over such Lender, (d) which has been publicly
disclosed, (e) to the extent reasonably required in connection with any
litigation to which the Agent, any Lender, the Company or its respective
Affiliates may be a party, (f) to the extent reasonably required in connection
with the exercise of any remedy hereunder, (g) to such Lender's legal counsel
and independent auditors (who are subject to this confidentiality provision or
similar confidentiality provision) (h) to any actual or proposed participant or
assignee of all or part of its rights hereunder which has agreed in writing to
be bound by the provisions of this Section 11.11 and (i) which is clearly not
confidential. To the extent legally permitted, each Lender will use its best
reasonable efforts to promptly notify the Company of any information that it is
required or requested to deliver pursuant to clause (b), (c) or (e) of this
Section 11.11; provided that no notice shall be required for any review of
information by representatives of regulators at any Lender's places of business.

                  SECTION 11.12 Pro Rata Treatment. (a) Except as otherwise
specifically permitted hereunder, each payment or prepayment of principal, if
permitted under this Agreement, and each payment of interest with respect to an
Advance shall be made pro rata among the Lenders on the basis of their
respective percentage participations in the Revolving Credit Commitments, the
ESOP Loan Advances and the Term Loans A of all Lenders or the Term Loans B of
all Term Loan B Lenders, as the case may be.

                  (b) Each Lender agrees that if, through the exercise of a
right of banker's lien, setoff or claim of any kind against the Company as a
result of which the unpaid principal portion of the Notes and the Obligations
held by it shall be proportionately less than the unpaid principal portion of
the Notes and Obligations held by any other Lender, it shall be deemed to have
simultaneously purchased from such other Lender a participation in the Notes and
Obligations held by such other Lender, in the amount required to render such
amounts proportional; provided, however, that if any such purchase or purchases
or adjustments shall be made pursuant to this Section 11.12(b) and the payment
giving rise thereto shall thereafter be recovered, such purchase or purchases or
adjustments shall be rescinded to the extent of such recovery and the purchase
price or prices or adjustments restored without interest.

                  SECTION 11.13 Separability. Should any clause, sentence,
paragraph or Section of this Agreement be judicially declared to be invalid,
unenforceable or void, such decision will not


                                      -78-
<PAGE>   84


have the effect of invalidating or voiding the remainder of this Agreement, and
the parties hereto agree that the part or parts of this Agreement so held to be
invalid, unenforceable or void will be deemed to have been stricken herefrom and
the remainder will have the same force and effectiveness as if such part or
parts had never been included herein.

                  SECTION 11.14 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

                  SECTION 11.15 Interpretation. (a) In this Agreement, unless a
clear contrary intention appears:

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

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

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

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

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

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

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

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


                                      -79-
<PAGE>   85


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

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

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

                  SECTION 11.16 Limitation by Law. All rights, remedies and
powers provided in this Agreement and the other Loan Documents may be exercised
only to the extent that the exercise thereof does not violate any applicable
provision of law, and all the provisions of this Agreement and the other Loan
Documents are intended to be subject to all applicable mandatory provisions of
law which may be controlling and to be limited to the extent necessary so that
they will not render this Agreement or any other Loan Document invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.

                  SECTION 11.17 SUBMISSION TO JURISDICTION. (a) ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE STATE OF TEXAS, HARRIS COUNTY, OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF TEXAS AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY,
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY
SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 11.02 SUCH SERVICE TO
BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY IN ANY OTHER JURISDICTION.

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


                                      -80-
<PAGE>   86


                  SECTION 11.18 WAIVER OF JURY TRIAL. THE COMPANY, THE AGENT,
THE ISSUING BANK AND EACH LENDER HEREBY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR ARISING FROM OR RELATING TO ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

                  SECTION 11.19 FINAL AGREEMENT OF THE PARTIES. THIS AGREEMENT
(INCLUDING THE SCHEDULES AND EXHIBITS HERETO), THE NOTES, THE NOTE MODIFICATION
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                  SECTION 11.20 Ratification. Each Loan Party hereby ratifies
and confirms the Loan Documents to which it is a party.

                  SECTION 11.21 Execution by Holdings Co., the Parent and Texas
Butylene Chemical Corporation. This Agreement is executed by each of Holdings
Co., the Parent and Texas Butylene Chemical Corporation to evidence its
agreement hereto, including, without limitation (a) in the case of the Parent
and Texas Butylene Chemical Corporation, the representations by it and its
Subsidiaries contained in Article VI, and (b) in the case of all such Loan
Parties, the ratification and confirmation contained in Section 11.20.


                                      -81-
<PAGE>   87


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

                                  COMPANY:


                                        TEXAS PETROCHEMICALS LP

                                        By:  TPC HOLDING CORP.,
                                             as General Partner


                                               By:    /s/ Brian K. Bourque
                                                     ---------------------------
                                               Name:  Brian K. Bourque
                                                     ---------------------------
                                               Title: Vice President - Finance
                                                     ---------------------------


                                        TPC HOLDING CORP.



                                        By:     /s/ Brian K. Bourque
                                               ---------------------------------
                                        Name:   Brian K. Bourque
                                               ---------------------------------
                                        Title:  Vice President - Finance
                                               ---------------------------------

<PAGE>   88



                                   AGENT:

                                            CHASE BANK OF TEXAS,
                                            NATIONAL ASSOCIATION


                                            By:      /s/ D.G. Mills
                                                  ------------------------------
                                                         D.G. Mills
                                                     Senior Vice President


                                   SWING LINE LENDER:

                                            CHASE BANK OF TEXAS,
                                            NATIONAL ASSOCIATION


                                            By:      /s/ D.G. Mills
                                                  ------------------------------
                                                         D.G. Mills
                                                     Senior Vice President



<PAGE>   89



                            CO-DOCUMENTATION AGENTS:


                                       ABN AMRO NORTH AMERICA, INC.,
                                       as Agent for ABN AMRO BANK N.V.


                                       By:     /s/ Kevin P. Costello
                                              ----------------------------------
                                       Name:   Kevin P. Costello
                                              ----------------------------------
                                       Title:  Group Vice President
                                              ----------------------------------

                                       By:     /s/ Steven M. Buehler
                                              ----------------------------------
                                       Name:   Steven M. Buehler
                                              ----------------------------------
                                       Title:  Vice President
                                              ----------------------------------


                                       THE BANK OF NOVA SCOTIA


                                       By:     /s/ F.C.H. Ashby
                                              ----------------------------------
                                       Name:   F.C.H. Ashby
                                              ----------------------------------
                                       Title:  Senior Manager Loan Operations
                                              ----------------------------------


<PAGE>   90



                                     Lender:

Revolving Credit Amount:                    ABN AMRO BANK N.V.
$3,851,851.85

Term Loan A Amount:                            By:    ABN AMRO NORTH AMERICA,
$1,473,511.39                                         INC., as Agent

Term Loan B Amount:
$2,750,000.08                                  By:    /s/ Kevin P. Costello
                                                     ---------------------------
                                               Name:  Kevin P. Costello
                                                     ---------------------------
ESOP Loan Amount:                              Title: Group Vice President
$240,740.73                                          ---------------------------

                                               By:    /s/ Steven M. Buehler
                                                     ---------------------------
                                               Name:  Steven M. Buehler
                                                     ---------------------------
                                               Title: Vice President
                                                     ---------------------------

                                            Address:
                                            135 S. LaSalle St., Suite 611
                                            Chicago, Illinois 60603

                                            Telecopy: No.: (312) 904-2949

                                            DOMESTIC LENDING OFFICE
                                            135 S. LaSalle St., Suite 611
                                            Chicago, Illinois 60603


                                            EURODOLLAR LENDING OFFICE
                                            135 S. LaSalle St., Suite 611
                                            Chicago, Illinois 60603



<PAGE>   91



                                     Lender:

Revolving Credit Amount:                    THE BANK OF NOVA SCOTIA
$3,851,851.85

Term Loan A Amount:                         By:    /s/ N. Bell
$1,473,511.39                                     ------------------------------
                                            Name:   N. Bell
                                                  ------------------------------
                                            Title:  Assistant Agent
                                                  ------------------------------
Term Loan B Amount:
$2,750,000.08

ESOP Loan Amount:
$240,740.73
                                            Address:
                                            600 Peachtree Street, N.E.
                                            Suite 700
                                            Atlantic, Georgia 30308

                                            Telecopy No.: (404) 888-8998


                                            DOMESTIC LENDING OFFICE
                                            Atlanta Agency
                                            600 Peachtree Street, N.E.
                                            Suite 2700
                                            Atlanta, Georgia 30308
                                            Attn: F.C.H. Ashby


                                            EURODOLLAR LENDING OFFICE
                                            Atlanta Agency
                                            600 Peachtree Street, N.E.
                                            Suite 2700
                                            Atlanta, Georgia 30308
                                            Attn: F.C.H. Ashby


<PAGE>   92



                                     Lender:

Revolving Credit Amount:                    BANK OF SCOTLAND
$3,555,555.56

Term Loan A Amount:                         By:    /s/ Joseph Fratus
$1,360,164.36                                     ------------------------------
                                            Name:     Joseph Fratus
                                                  ------------------------------
                                            Title:    Vice President
                                                  ------------------------------
Term Loan B Amount:
$- 0 -

ESOP Loan Amount:
$222,222.22
                                            Address:
                                            565 - 5th Avenue
                                            New York, New York 10017

                                            DOMESTIC LENDING OFFICE
                                            565 - 5th Avenue
                                            New York, New York 10017


                                            EURODOLLAR LENDING OFFICE
                                            565 - 5th Avenue
                                            New York, New York 10017



<PAGE>   93



                                     Lender:

Revolving Credit Amount:                    BNP PARIBAS
$2,962,962.96

Term Loan A Amount:                         By:    /s/ Christopher S. Goodwin
$1,133,470.30                                     ------------------------------
                                            Name:    Christopher S. Goodwin
                                                  ------------------------------
                                            Title:   Director
                                                  ------------------------------
Term Loan B Amount:
$- 0 -
                                            By:    /s/ Lee S. Buckner
                                                  ------------------------------
ESOP Loan Amount:                           Name:    Lee S. Buckner
$185,185.17                                       ------------------------------
                                            Title:   Managing Director
                                                  ------------------------------

                                            Address:
                                            1200 Smith Street
                                            Suite 3100
                                            Houston, Texas 77002

                                            Telecopy No.: (713) 659-3832


                                            DOMESTIC LENDING OFFICE
                                            1200 Smith Street
                                            Suite 3100
                                            Houston, Texas 77002


                                            EURODOLLAR LENDING OFFICE
                                            1200 Smith Street
                                            Suite 3100
                                            Houston, Texas 77002




<PAGE>   94



                                     Lender:

Revolving Credit Amount:                    HIBERNIA NATIONAL BANK
$2,962,962.96

Term Loan A Amount:                         By:    /s/ Nancy G. Moragas
$1,133,470.30                                     ------------------------------
                                            Name:    Nancy G. Moragas
                                                  ------------------------------
                                            Title:   Assistant Vice President
                                                  ------------------------------
Term Loan B Amount:
$2,750,000.08

ESOP Loan Amount:
$185,185.17
                                            Address:
                                            313 Carondelet Street
                                            New Orleans, Louisiana 70130

                                            Telecopy No.: (504) 533-5344


                                            DOMESTIC LENDING OFFICE
                                            313 Carondelet Street
                                            New Orleans, Louisiana 70130


                                            EURODOLLAR LENDING OFFICE
                                            313 Carondelet Street
                                            New Orleans, Louisiana 70130



<PAGE>   95



                                    Lender:

Revolving Credit Amount:                    THE CIT GROUP/BUSINESS CREDIT, INC.
$3,555,555.56

Term Loan A Amount:                         By:    /s/ Alan R. Schnacke
$1,360,164.36                                     ------------------------------
                                            Name:     Alan R. Schnacke
                                                  ------------------------------
                                            Title:    Assistant Vice President
                                                  ------------------------------
Term Loan B Amount:
$2,750,000.08                               Address:
                                            Two Lincoln Centre
ESOP Loan Amount:                           5420 LBJ Freeway, Suite 200
$222,222.22                                 Dallas, Texas 75240

                                            Telecopy No.: (214) 455-1690

                                            DOMESTIC LENDING OFFICE
                                            Two Lincoln Centre
                                            5420 LBJ Freeway, Suite 200
                                            Dallas, Texas 75240


                                            EURODOLLAR LENDING OFFICE
                                            Two Lincoln Centre
                                            5420 LBJ Freeway, Suite 200
                                            Dallas, Texas 75240



<PAGE>   96



                                     Lender:

Revolving Credit Amount:               CHASE BANK OF TEXAS,
$4,444,444.43                          NATIONAL ASSOCIATION

Term Loan A Amount:
$1,700,205.45                          By:  /s/ D.G. Mills
                                          --------------------------------
                                                D. G. Mills
Term Loan B Amount:                         Senior Vice President
$3,666,523.95

ESOP Loan Amount:
$277,777.77

                                       Address:
                                       712 Main Street
                                       Houston, Texas 77002

                                       Telecopy No.:   (713) 216-6004

                                       DOMESTIC LENDING OFFICE
                                       712 Main Street
                                       Houston, Texas 77002


                                       EURODOLLAR LENDING OFFICE
                                       712 Main Street
                                       Houston, Texas 77002



<PAGE>   97



                                     Lender:

Revolving Credit Amount:              BANK OF AMERICA, N.A., (formerly
$2,370,370.37                         NationsBank, N.A., (formerly The Boatmen's
                                      National Bank of St. Louis))
Term Loan A Amount:
$906,776.24
                                      By:    /s/ Donald J. Chin
                                            ------------------------------------
Term Loan B Amount:                   Name:     Donald J. Chin
                                            ------------------------------------
$-0-                                  Title:    Managing Director
                                            ------------------------------------

ESOP Loan Amount:
$148,148.15
                                      Address:
                                      335 Madison Avenue
                                      New York, New York 10017

                                      Telecopy No.: (212) 503-7878

                                      DOMESTIC LENDING OFFICE
                                      335 Madison Avenue
                                      New York, New York 10017

                                      EURODOLLAR LENDING OFFICE
                                      335 Madison Avenue
                                      New York, New York 10017



<PAGE>   98


                                     Lender:

Revolving Credit Amount:              NATIONAL BANK OF CANADA
$5,925,925.93

Term Loan A Amount:                   By:    /s/ Larry L. Sears
$2,266,940.60                               ------------------------------------
                                      Name:    Larry L. Sears
                                            ------------------------------------
                                      Title:   Vice President & Manager
                                            ------------------------------------
Term Loan B Amount:
$-0-
                                      By:    /s/ Doug Clark
                                            ------------------------------------
ESOP Loan Amount:                     Name:    Doug Clark
$370,370.38                                 ------------------------------------
                                      Title:   Vice President
                                            ------------------------------------

                                      Address:
                                      2121 San Jacinto, Suite 1850
                                      Dallas, Texas 75201

                                      Telecopy No.: (214) 871-2015

                                      DOMESTIC LENDING OFFICE
                                      125 West 55th Street, 23rd Floor
                                      New York, New York 10019

                                      Telecopy No.: (212) 632-8736


                                      EURODOLLAR LENDING OFFICE
                                      125 West 55th Street, 23rd Floor
                                      New York, New York 10019

                                      Telecopy No.: (212) 632-8736


<PAGE>   99



                                     Lender:

Term Loan B Amount:                   LONGHORN CDO (CAYMAN) LTD
$4,583,333.39
                                      By:   MERRILL LYNCH ASSET
                                            MANAGEMENT, L.P.,
                                            as Investment Advisor


                                      By:    /s/ Colleen Cunniffe
                                            ------------------------------------
                                      Name:    Colleen Cunniffe
                                            ------------------------------------
                                      Title:   Vice President
                                            ------------------------------------

                                      Address: 800 Scudders Mill Road
                                      Plainsboro, New Jersey 08536


                                      Telecopy No.: (609) 282-2756

                                      DOMESTIC LENDING OFFICE
                                      800 Scudders Mill Road
                                      Plainsboro, New Jersey 08536


                                      EURODOLLAR LENDING OFFICE
                                      800 Scudders Mill Road
                                      Plainsboro, New Jersey 08536



<PAGE>   100



                                     Lender:

Term Loan B Amount:                   MERRILL LYNCH SENIOR FLOATING
$6,119,279.34                         RATE FUND, INC.


                                      By:    /s/ Colleen Cunniffe
                                            ------------------------------------
                                      Name:    Colleen Cunniffe
                                            ------------------------------------
                                      Title:   Vice President
                                            ------------------------------------

                                      Address:
                                      800 Scudders Mill Road
                                      Plainsboro, New Jersey 08536

                                      Telecopy No.: (609) 282-2756

                                      DOMESTIC LENDING OFFICE
                                      800 Scudders Mill Road
                                      Plainsboro, New Jersey 08536


                                      EURODOLLAR LENDING OFFICE
                                      800 Scudders Mill Road
                                      Plainsboro, New Jersey 08536



<PAGE>   101



                                     Lender:

Revolving Credit Amount:              WELLS FARGO BANK (TEXAS),
$2,962,962.96                         NATIONAL ASSOCIATION

Term Loan A Amount:                   By     /s/ T. Alan Smith
$1,133,470.30                               ------------------------------------
                                      Name:    T. Alan Smith
                                            ------------------------------------
                                      Title:   Vice President
                                            ------------------------------------
Term Loan B Amount:
$- 0 -

ESOP Loan Amount:
$185,185.17

                                      Address:
                                      1000 Louisiana, 3rd Floor
                                      Houston, Texas 77002

                                      Telecopy No.: (713) 250-4035

                                      DOMESTIC LENDING OFFICE
                                      1000 Louisiana, 3rd Floor
                                      Houston, Texas 77002


                                      EURODOLLAR LENDING OFFICE
                                      1000 Louisiana, 3rd Floor
                                      Houston, Texas 77002



<PAGE>   102



                                     Lender:

Revolving Credit Amount:              VAN KAMPEN PRIME RATE INCOME TRUST
$3,555,555.56
                                      By:  VAN KAMPEN INVESTMENT ADVISORY CORP.
Term Loan A Amount:
$1,360,164.36                         By:    /s/ Darvin D. Pierce
                                            ------------------------------------
                                      Name:    Darvin D. Pierce
                                            ------------------------------------
Term Loan B Amount:                   Title:   Vice President
$9,024,214.35                               ------------------------------------

ESOP Loan Amount:
$222,222.22
                                      Address:
                                      One Parkview Plaza
                                      17 W110 22nd Street
                                      Oakbrook Terrace, Illinois 60181

                                      Telecopy No.:  (708) 684-6740

                                      DOMESTIC LENDING OFFICE
                                      One Parkview Plaza
                                      17 W110 22nd Street
                                      Oakbrook Terrace, Illinois 60181


                                      EURODOLLAR LENDING OFFICE
                                      One Parkview Plaza
                                      17 W110 22nd Street
                                      Oakbrook Terrace, Illinois 60181



<PAGE>   103



                                     Lender:

Term Loan B Amount:                   CAPTIVA FINANCE LTD.
$6,274,214.34

                                      By:    /s/ John H. Cullinane
                                            ------------------------------------
                                      Name:  John H. Cullinane
                                            ------------------------------------
                                      Title: Director
                                            ------------------------------------

                                      Address:
                                      P. O. Box 1984GT, Elizabethan Square
                                      Grand Cayman, Cayman Islands


                                      Telecopy No.:  345-949-8178
                                                     ATTN: Director



<PAGE>   104



Consented and agreed to as of the
date first above written:

                                      TEXAS PETROCHEMICAL HOLDINGS, INC.


                                      By:    /s/ Brian Bourque
                                            ------------------------------------
                                      Name:    Brian K. Bourque
                                            ------------------------------------
                                      Title:   Vice President - Finance
                                            ------------------------------------


                                      TEXAS BUTYLENE CHEMICAL CORPORATION


                                      By:    /s/ Brian Bourque
                                            ------------------------------------
                                      Name:  Brian K. Bourque
                                            ------------------------------------
                                      Title: Vice President - Finance
                                            ------------------------------------