<PAGE> 
                                        EXHIBIT 10.6  
   CREDIT AGREEMENT

  AMONG

    ENSERCH EXPLORATION, INC.
 AS BORROWER,


  TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
    AS ADMINISTRATIVE AGENT,

 THE CHASE MANHATTAN BANK, N.A.,
 AS SYNDICATION AGENT

    CHEMICAL BANK,
   AS AUCTION AGENT

   AND

 THE LENDERS NOW OR HEREAFTER PARTIES HERETO



    DATED AS OF MAY 1, 1995

 
  TABLE OF CONTENTS



   Page


    ARTICLE I

   DEFINITIONS AND ACCOUNTING MATTERS

 Section 1.01  Terms Defined Above..................   1
 Section 1.02  Certain Defined Terms................   1
 Section 1.03  Accounting Terms and Determinations..  14

    ARTICLE II

    BORROWINGS

 Section 2.01  Committed Loans......................  14
 Section 2.02  Borrowings, Continuations and 
  Conversions of Committed Loans.......  15
 Section 2.03  Changes of Commitments...............  17
 Section 2.04  Fees.................................  17
 Section 2.05  Several Obligations..................  17
 Section 2.06  Notes................................  17
 Section 2.07  Prepayments..........................  18
 Section 2.08  Lending Offices......................  19
 Section 2.09  Competitive Loans....................  19
 Section 2.10  Designated Subsidiaries..............  23

 ARTICLE III

 PAYMENTS OF PRINCIPAL AND INTEREST

 Section 3.01  Repayment of Loans...................  23
 Section 3.02  Interest.............................  24

 ARTICLE IV

    PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

 Section 4.01  Payments.............................  25
 Section 4.02  Pro Rata Treatment...................  25
 Section 4.03  Computations.........................  26
 Section 4.04  Non-receipt of Funds by the 
  Administrative Agent.................  26
 Section 4.05  Sharing of Payments, Etc.............  26
 Section 4.06  Taxes................................  27

    i


 




    ARTICLE V

   CAPITAL ADEQUACY, ADDITIONAL COSTS, ETC.

 Section 5.01  Additional Costs.....................  30
 Section 5.02  Limitation on Eurodollar Loans.......  31
 Section 5.03  Illegality...........................  31
 Section 5.04  Base Rate Loans Pursuant to Sections 
  5.02 and 5.03........................  31
 Section 5.05  Compensation.........................  32

 ARTICLE VI

 CONDITIONS PRECEDENT
 
 Section 6.01  Initial Funding......................  32
 Section 6.02  Initial and Subsequent Loans.........  33
 Section 6.03  Loans to Designated Subsidiaries.....  33

 ARTICLE VII

   REPRESENTATIONS AND WARRANTIES
 
 Section 7.01  Corporate Existence..................  34
 Section 7.02  Financial Condition..................  35
 Section 7.03  Litigation...........................  35
 Section 7.04  No Breach............................  35
 Section 7.05  Authority............................  35
 Section 7.06  Approvals............................  36
 Section 7.07  Use of Loans.........................  36
 Section 7.08  ERISA................................  36
 Section 7.09  Taxes................................  37
 Section 7.10  Titles, etc..........................  37
 Section 7.11  No Material Misstatements............  38
 Section 7.12  Investment Company Act...............  38
 Section 7.13  Public Utility Holding Company Act...  38
 Section 7.14  Subsidiaries and Partnerships........  38
 Section 7.15  Location of Business and Offices.....  38
 Section 7.16  Defaults.............................  38
 Section 7.17  Environmental Matters................  39
 Section 7.18  Compliance with Laws.................  40
 Section 7.19  Pari Passu...........................  40
 
   ii

 




    ARTICLE VIII

 AFFIRMATIVE COVENANTS

 Section 8.01  Financial Statements.................  40
 Section 8.02  Litigation...........................  42
 Section 8.03  Maintenance, Etc.....................  42
 Section 8.04  Environmental Matters................  43
 Section 8.05  Further Assurances...................  43
 Section 8.06  ERISA Information and Compliance.....  43
 Section 8.07  Lease Payments.......................  44
 Section 8.08  Subsidiary Guaranty Agreements.......  44

 ARTICLE IX

  NEGATIVE COVENANTS

 Section 9.01  Debt to Capital Ratio................  45
 Section 9.02  Liens................................  45
 Section 9.03  Investments, Loans and Advances......  47
 Section 9.04  Dividends, Distributions and 
  Redemptions..........................  47
 Section 9.05  Nature of Business...................  47
 Section 9.06  Mergers, Etc.........................  47
 Section 9.07  Proceeds of Notes....................  48
 Section 9.08  ERISA Compliance.....................  48
 Section 9.09  Environmental Matters................  49
 Section 9.10  Transactions with Affiliates.........  49
 Section 9.11  Restrictive Dividend Agreements......  49

    ARTICLE X

   EVENTS OF DEFAULT; REMEDIES

 Section 10.01  Events of Default...................  49
 Section 10.02  Remedies............................  51

    ARTICLE XI

   THE ADMINISTRATIVE AGENT

 Section 11.01  Appointment, Powers and Immunities..  52
 Section 11.02  Reliance by Agent...................  53
 Section 11.03  Defaults............................  53
 Section 11.04  Rights as a Lender..................  53
 Section 11.05  INDEMNIFICATION.....................  53
 Section 11.06  Non-Reliance on the Agents and other 
   Lenders.............................  54

 
   iii
 




 Section 11.07  Action by Agent.......................  54
 Section 11.08  Resignation or Removal of the Agents..  55

    ARTICLE XII

    MISCELLANEOUS

 Section 12.01  Waiver................................  55
 Section 12.02  Notices...............................  56
 Section 12.03  Payment of Expenses, Indemnities, etc.  56
 Section 12.04  Amendments, Etc.......................  58
 Section 12.05  Successors and Assigns................  59
 Section 12.06  Assignments and Participations........  59
 Section 12.07  Invalidity............................  60
 Section 12.08  Counterparts..........................  60
 Section 12.09  References............................  60
 Section 12.10  Survival..............................  61
 Section 12.11  Captions..............................  61
 Section 12.12  NO ORAL AGREEMENTS....................  61
 Section 12.13  GOVERNING LAW; SUBMISSION TO 
   JURISDICTION..........................  61
 Section 12.14  Interest..............................  62
 Section 12.15  Confidentiality.......................  63
 Section 12.16  Effectiveness.........................  64
 Section 12.17  EXCULPATION PROVISIONS................  64
 
Annex 1   - List of Commitments
Exhibit A - Form of Committed Note
Exhibit B - Form of Competitive Note
Exhibit C - Form of Competitive Bid Request
Exhibit D - Form of Notice to Lenders of Competitive Bid 
 Request
Exhibit E - Form of Competitive Bid
Exhibit F - Form of Competitive Bid Administration 
 Questionnaire
Exhibit G - Form of Borrowing, Continuation and Conversion 
 Request
Exhibit H - Form of Compliance Certificate
Exhibit I - Form of Legal Opinion of Counsel for the Company
Exhibit J - Form of Legal Opinion of Counsel for the 
 Designated Subsidiary
Exhibit K - Form of Assignment Agreement
Exhibit L - Form of Notice of Designation of Designated 
 Subsidiaries
Exhibit M - Form of Permitted Subordinated Debt Subordination 
 Provisions
Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary 
 Guarantor

Schedule 1.02  - Capital and Operating Lease Obligations
Schedule 7.02  - Liabilities
Schedule 7.03  - Litigation
Schedule 7.09  - Taxes
 
   iv

 


[S]  [C]
Schedule 7.10  - Titles, etc.
Schedule 7.14  - Subsidiaries and Partnerships
Schedule 7.17  - Environmental Matters


    v
  
      THIS CREDIT AGREEMENT dated as of May 1, 1995 is among:  ENSERCH
  EXPLORATION, INC., a corporation formed under the laws of the State of
  Texas (the "Company"); each of the lenders that is a signatory hereto or
  which becomes a signatory hereto as provided in Section 12.06
  (individually, together with its successors and assigns, a "Lender" and,
  collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a
  national banking association (in its individual capacity, "TCB"), as
  administrative agent for the Lenders (in such capacity, together with its
  successors in such capacity, the "Administrative Agent"); CHEMICAL BANK,
  a New York banking corporation (in its individual capacity, "Chemical"),
  as auction agent for the Lenders (in such capacity, together with its
  successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN
  BANK, N.A., a national association (in its individual capacity, "Chase"),
  as syndication agent for the Lenders (in such capacity, together with its
  successors in such capacity, the "Syndication Agent").
  
     R E C I T A L S
  
   A.   The Company has requested that the Lenders provide certain loans to
  the Company and to certain of its subsidiaries; and
  
   B.   The Lenders have agreed to make such loans subject to the terms and
  conditions of this Agreement.
  
   C.   In consideration of the mutual covenants and agreements herein
  contained and of the loans and commitments hereinafter referred to, the
  parties hereto agree as follows:
  
   ARTICLE I
  
   DEFINITIONS AND ACCOUNTING MATTERS
  
      Section 1.01  Terms Defined Above.  As used in this Agreement, the
  terms "Administrative Agent," "Auction Agent," "Company," "Chase,"
  "Chemical," "Lender," "Lenders," "Syndication Agent," and "TCB" shall have
  the meanings indicated above.
  
      Section 1.02  Certain Defined Terms.  As used herein, the following
  terms shall have the following meanings (all terms defined in this Article
  I or in other provisions of this Agreement in the singular to have the
  same meanings when used in the plural and vice versa):
  
      "Additional Costs" shall have the meaning assigned such term in
  Section 5.01(a).
  
      "Affected Loans" shall have the meaning assigned such term in Section
  5.04.
  
      1
  <PAGE>
   
      "Affiliate" shall mean with respect to any Person, any other Person
  that, directly or indirectly, through one or more intermediaries,
  controls, or is controlled by, or is under common control with, such
  Person.  For purposes of the foregoing definition, "control" means the
  direct or indirect ownership of more than 50% of the outstanding capital
  stock or other equity interests having ordinary voting power.
  
      "Agents" shall mean the Administrative Agent, the Syndication Agent
  and/or the Auction Agent.
  
      "Agreement" shall mean this Credit Agreement, as the same may from
  time to time be amended or supplemented.
  
      "Aggregate Commitments" at any time shall equal the sum of the
  Commitments of the Lenders ($350,000,000), as the same may be reduced
  pursuant to Section 2.03(a).
  
      "Applicable Lending Office" shall mean, for each Lender, the lending
  office of such Lender (or an Affiliate of such Lender) designated for each
  Type of Loan on the signature pages hereof or such other offices of such
  Lender (or of an Affiliate of such Lender) as such Lender may from time to
  time specify to the Administrative Agent and the Company as the office by
  which its Loans of such Type are to be made and maintained.
  
      "Applicable Margin" shall mean the following rates per annum as are
  applicable based upon the Debt to Capital Ratio calculated as of the last
  day of a fiscal quarter of the Company to be effective for any Committed
  Loan outstanding or for the facility fee during the period from the
  Financial Statement Delivery Date following such fiscal quarter to but not
  including the next succeeding Financial Statement Delivery Date:
  
  <TABLE>
  <CAPTION>
   
   DEBT TO CAPITAL RATIO
   ---------------------------------
  <S>   <C>    <C>    <C>    <C>    <C>
    40%    45%    50%
   BUT    BUT    BUT
    40%   45%    50%    55%    55%
   ----   ----   ----   ----   ----
     Facility Fee  .150%  .175%  .200%  .225%  .250%
     Eurodollar Loans    .350%  .425%  .500%  .575%  .750%
     Base Rate Loans  0% 0% 0% 0% 0%
   
  </TABLE>
  
      "Assignment" shall have the meaning assigned such term in Section
  12.06(b).
  
      "Base Rate" shall mean, with respect to any Base Rate Loan, for any
  day, the higher of (i) the Federal Funds Rate for any such day plus 1/2 of
  1%
  
      2
  <PAGE>
   
   or (ii) the Prime Rate for such day.  Each change in any interest rate
  provided for herein based upon the Base Rate resulting from a change in
  the Base Rate shall take effect at the time of such change in the Base
  Rate.
  
      "Base Rate Loans" shall mean Loans that bear interest at rates based
  upon the Base Rate.
  
      "Benefit Plan" shall mean any employee pension benefit plan, as
  defined in section 3(2) of ERISA (other than a Multiemployer Plan), which
  (a) is currently or hereafter sponsored, maintained or contributed to by
  the Company, a Subsidiary or an ERISA Affiliate or (b) was at any time
  during the six preceding years, sponsored, maintained or contributed to by
  the Company, a Subsidiary or an ERISA Affiliate.
  
      "Borrowing" shall mean a borrowing pursuant to a Borrowing Request or
  a Competitive Bid Request or a continuation or a conversion pursuant to
  Section 2.02 consisting, in each case, of the same Type of Loans having,
  in the case of Eurodollar Loans and Fixed Rate Loans, the same Interest
  Period.
  
      "Borrowing Request" shall mean a request for a Borrowing of Committed
  Loans pursuant to Section 2.02, substantially in the form attached as
  Exhibit G.
  
      "Business Day" shall mean any day other than a day on which commercial
  banks are authorized or required to close in New York, New York, Dallas,
  Texas, or at the location of the Principal Office and, where such term is
  used in the definition of "Quarterly Date" or if such day relates to a
  Borrowing or continuation of, a payment or prepayment of principal of or
  interest on, or a conversion of or into, or the Interest Period for, a
  Eurodollar Loan or a notice by the Company with respect to any such
  Borrowing or continuation, payment, prepayment, conversion or Interest
  Period, any day which is also a day on which dealings in Dollar deposits
  are carried out in the London interbank market.
  
      "Capital Lease Obligations" shall mean, as to the Company or any
  Subsidiary, the obligations of such person to pay rent or other amounts
  under a lease of (or other agreement conveying the right to use) real
  and/or personal property which obligations are required to be classified
  and accounted for as a liability for a capital lease on a balance sheet of
  such Person in accordance with GAAP and, for purposes of this Agreement,
  the amount of such obligations shall be the capitalized amount thereof.
  
      "Closing Date" shall mean the as of date of this Agreement set forth
  in the first paragraph hereof.
  
      3
  <PAGE>
   
      "Code" shall mean the Internal Revenue Code of 1986, as amended, and
  any successor statute.
  
      "Commitment" shall mean, for any Lender, its obligation to make
  Committed Loans up to the amount set forth opposite such Lender's name on
  Annex 1 under the caption "Commitments" (as the same may be reduced
  pursuant to Section 2.03(a) pro rata to each Lender based on its
  Percentage Share) as modified from time to time to reflect any assignments
  permitted by Section 12.06(b).
  
      "Committed Loan" shall mean a Loan made pursuant to Section 2.01.
  
      "Committed Note" shall mean for each Obligor a promissory note of such
  Obligor described in Section 2.06(a) payable to any Lender and being
  substantially in the form of Exhibit A, evidencing the aggregate
  Indebtedness of such Obligor to such Lender resulting from Committed Loans
  made by such Lender, together with all renewals, extensions, modifications
  and replacements thereof and substitutions therefor.
  
      "Competitive Bid" shall mean an offer by a Lender to make a
  Competitive Loan pursuant to Section 2.09.
  
      "Competitive Bid Administrative Questionnaire" shall mean a
  questionnaire in the form of Exhibit F.
  
      "Competitive Bid Rate" shall mean, as to any Competitive Bid made by
  a Lender pursuant to Section 2.09, (a) in the case of a Eurodollar Loan,
  the Margin (which will be added to or subtracted from the Eurodollar Rate)
  and (b) in the case of a Fixed Rate Loan, the fixed rate of interest, in
  each case, offered by the Lender making such Competitive Bid.
  
      "Competitive Bid Request" shall have the meaning assigned such term in
  Section 2.09.
  
      "Competitive Loans" shall mean the loans provided for in Section 2.09.
  
      "Competitive Note" shall mean for each Obligor a promissory note of
  such Obligor described in Section 2.06(b) payable to any Lender and being
  substantially in the form of Exhibit B, evidencing the aggregate
  Indebtedness of such Obligor to such Lender resulting from Competitive
  Loans made by such Lender, together with all renewals, extensions,
  modifications and replacements thereof and substitutions therefor.
  
      "Consolidated Subsidiaries" shall mean each Subsidiary (whether now
  existing or hereafter created or acquired) the financial statements of
  which
  
      4
  <PAGE>
   
   shall be (or should have been) consolidated with the financial statements
  of the Company in accordance with GAAP.
  
      "Debt" shall mean, for the Company or any Subsidiary the sum of the
  following (without duplication): (i) all obligations for borrowed money or
  evidenced by bonds, debentures, mandatorily redeemable preferred stock
  with maturities before the Revolving Credit Termination Date, notes or
  other similar instruments (excluding interest, fees and charges); (ii) all
  obligations in respect of bankers' acceptances, unreimbursed drawings on
  letters of credit, surety or other bonds; (iii) all Capital Lease
  Obligations, but excluding such Capital Lease Obligations in existence as
  of the Closing Date and set forth on Schedule 1.02 and any renewals and
  rearrangements, but not increases in the amount thereof; (iv) all
  Operating Lease Obligations, but excluding such Operating Lease
  Obligations in existence as of the Closing Date and set forth on Schedule
  1.02 and any renewals and rearrangements and increases up to an additional
  15% in the amount thereof; (v) all financial guaranties in respect of Debt
  of unconsolidated Affiliates and unrelated Persons; (vi) all obligations
  secured by a Lien on any asset, whether or not such Debt is assumed, but
  excluding obligations secured by Liens permitted by Sections 9.02(c), (e),
  (f), (h), (i), (j), (k) and (l); (vii) all production payments in
  connection with oil and gas properties; and (viii) all Debt of Special
  Entities to the extent the Company or any Subsidiary is liable for such
  Debt under GAAP or such Debt is reflected on the consolidated balance
  sheet of the Company or any Subsidiary.  "Debt" shall not include
  Permitted Subordinated Debt.
  
      "Debt to Capital Ratio" shall have the meaning assigned such term in
  Section 9.01.
  
      "Default" shall mean an Event of Default or an event which with notice
  or lapse of time or both would become an Event of Default.
  
      "Designated Subsidiary" shall mean a Subsidiary during the period that
  it has been designated by the Company pursuant to Section 2.10 to have the
  right to borrow hereunder.
  
      "Dollars" and "$" shall mean lawful money of the United States of
  America.
  
      "Effective Date" shall mean the date on which (i) each of the
  conditions precedent set forth in Article VI has been satisfied or waived
  by each of the Lenders and (ii) the conditions to effectiveness set forth
  in Section 12.16 have been satisfied.  Subject to Section 6.01, the
  Effective Date and Closing Date may be the same date.
  
      5
  <PAGE>
   
      "Environmental Laws" shall mean any and all Governmental Requirements
  pertaining to health or the environment in effect in any and all
  jurisdictions in which the Company or any Subsidiary is conducting or at
  any time has conducted business, or where any Property of the Company or
  any Subsidiary is located, including without limitation, the Oil Pollution
  Act of 1990, as amended, ("OPA"), the Clean Air Act, as amended, the
  Comprehensive Environmental, Response, Compensation, and Liability Act of
  1980, as amended, ("CERCLA"), the Federal Water Pollution Control Act, as
  amended, the Occupational Safety and Health Act of 1970, as amended, the
  Resource Conservation and Recovery Act of 1976, as amended, ("RCRA"), the
  Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as
  amended, the Superfund Amendments and Reauthorization Act of 1986, as
  amended, the Hazardous Materials Transportation Act, as amended, and other
  environmental conservation or protection laws.  The term "oil" shall have
  the meaning specified in OPA, the terms "hazardous substance" and
  "release" (or "threatened release") shall have the meanings specified in
  CERCLA, and the terms "solid waste" and "disposal" (or "disposed") shall
  have the meanings specified in RCRA; provided, however, that (i) in the
  event either OPA, CERCLA or RCRA is amended so as to broaden the meaning
  of any term defined thereby, such broader meaning shall apply subsequent
  to the effective date of such amendment and (ii) to the extent the laws of
  the state in which any Property of the Company or any Subsidiary is
  located establish a meaning for "oil," "hazardous substance," "release,"
  "solid waste" or "disposal" which is broader than that specified in either
  OPA, CERCLA or RCRA, such broader meaning shall apply.
  
      "ERISA"  shall mean the Employee Retirement Income Security Act of
  1974, as amended, and any successor statute.
  
      "ERISA Affiliate" shall mean each trade or business (whether or not
  incorporated) which together with the Company or a Subsidiary would be
  deemed to be a "single employer" within the meaning of section 4001(b)(1)
  of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.
  
      "ERISA Event" shall mean (i) a "Reportable Event" described in section
  4043 of ERISA and the regulations issued thereunder (other than a
  "Reportable Event" not subject to the provision for 30-day notice to the
  PBGC), (ii) the withdrawal of the Company, a Subsidiary or any ERISA
  Affiliate from a Plan during a plan year in which it was a "substantial
  employer" as defined in section 4001(a)(2) of ERISA, (iii) the filing of
  a notice of intent to terminate a Plan or the treatment of a Plan
  amendment as a termination under section 4041 of ERISA, (iv) the
  institution of proceedings to terminate a Plan by the PBGC, (v) any other
  event or condition which might constitute grounds under section 4042 of
  ERISA for the termination of, or the appointment of a trustee to
  administer, any Plan
  
      6
  <PAGE>
   
   or (vi) the partial or complete withdrawal of the Company, a Subsidiary
  or any ERISA Affiliate from a Multiemployer Plan.
  
      "Eurodollar Loans" shall mean Loans the interest rates on which are
  determined on the basis of rates referred to in the definition of
  "Eurodollar Rate".
  
      "Eurodollar Rate" shall mean, with respect to any Eurodollar Loan, the
  rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%)
  quoted by the Administrative Agent at approximately 11:00 a.m. London time
  (or as soon thereafter as practicable) two (2) Business Days prior to the
  first day of the Interest Period for such Loan for the offering by the
  Administrative Agent to leading banks in the London interbank market of
  Dollar deposits having a term comparable to such Interest Period and in an
  amount comparable to the principal amount of the Eurodollar Loan, if a
  Committed Loan, to be made by the Administrative Agent for such Interest
  Period, or, if a Competitive Loan, requested for such Interest Period.
  
      "Event of Default" shall have the meaning assigned such term in
  Section 10.01.
  
      "Federal Funds Rate" shall mean, for any day, the rate per annum
  (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
  weighted average of the rates on overnight federal funds transactions with
  a member of the Federal Reserve System arranged by federal funds brokers
  on such day, as published by the Federal Reserve Bank of New York on the
  Business Day next succeeding such day, provided that (i) if the date for
  which such rate is to be determined is not a Business Day, the Federal
  Funds Rate for such day shall be such rate on such transactions on the
  next preceding Business Day as so published on the next succeeding
  Business Day, and (ii) if such rate is not so published for any day, the
  Federal Funds Rate for such day shall be the average rate charged to the
  Administrative Agent on such day on such transactions as determined by the
  Administrative Agent.
  
      "Fee Letter" shall mean collectively that certain letter agreement
  from the Company to the Administrative Agent and the Syndication Agent
  dated April 4, 1995 and that certain letter agreement from the Company to
  the Auction Agent, both letters concerning certain fees in connection with
  this Agreement and any agreements or instruments executed in connection
  therewith, as the same may be amended or replaced from time to time.
  
      "Financial Statement Delivery Date" means the date on which the
  quarterly or annual financial statements of the Company are delivered
  pursuant to Section 8.01(a) or (b), as the case may be.
  
      7
  <PAGE>
   
      "Financial Statements" shall mean the financial statement or
  statements of the Company and its Consolidated Subsidiaries described or
  referred to in Section 7.02.
  
      "Fixed Rate Loan" shall mean any Competitive Loan made by a Lender
  pursuant to Section 2.09 bearing interest based upon an actual percentage
  rate per annum offered by such Lender (as opposed to a Margin over the
  Eurodollar Rate) and accepted by the Company.
  
      "GAAP" shall mean generally accepted accounting principles in the
  United States of America in effect from time to time.
  
      "Governmental Authority" shall mean any nation or government, any
  state or other political subdivision thereof and any Person exercising
  executive, legislative, judicial, regulatory or administrative functions
  of or pertaining to government.
  
      "Governmental Requirement" shall mean any law, statute, code,
  ordinance, order, determination, rule, regulation, judgment, decree,
  injunction, franchise, permit, certificate, license, authorization or
  other directive or requirement (whether or not having the force of law),
  including, without limitation, Environmental Laws, energy regulations and
  occupational, safety and health standards or controls, of any Governmental
  Authority.
  
      "Guarantors" shall mean the Company and the Subsidiary Guarantors.
  
      "Guaranty Agreements" shall mean the Parent Guaranty Agreement and the
  Subsidiary Guaranty Agreements.
  
      "Highest Lawful Rate" shall mean, with respect to each Lender, the
  maximum nonusurious interest rate, if any, that at any time or from time
  to time may be contracted for, taken, reserved, charged or received on the
  Notes or on other Indebtedness under laws applicable to such Lender which
  are presently in effect or, to the extent allowed by law, under such
  applicable laws which may hereafter be in effect and which allow a higher
  maximum nonusurious interest rate than applicable laws now allow.
  
      "Indebtedness" shall mean any and all amounts owing or to be owing by
  the Obligors to the Administrative Agent and/or Lenders in connection with
  the Loan Documents and all renewals, extensions and/or rearrangements of
  any of the above.
  
      "Indemnified Parties" shall have the meaning assigned such term in
  Section 12.03(b).
  
      8
  <PAGE>
   
      "Indemnity Matters" shall mean any and all actions, suits, proceedings
  (including any investigations, litigation or inquiries), claims, demands
  and causes of action made or threatened against a Person and, in
  connection therewith, all losses, liabilities, damages (including, without
  limitation, punitive damages except those arising from the gross
  negligence or wilful misconduct of such Indemnified Party) or reasonable
  costs and expenses of any kind or nature whatsoever incurred by such
  Person whether caused by the negligent acts or omissions of such Person
  seeking indemnification.
  
      "Initial Funding" shall mean the funding of the initial Loans pursuant
  to Section 6.01.
  
      "Interest Period" shall mean, (a) with respect to any Eurodollar Loan,
  the period commencing on the date such Eurodollar Loan is made and ending
  on the numerically corresponding day in the first, second, third or sixth
  calendar month thereafter, as the Company may select as provided in
  Section 2.02 (or such longer period as may be requested by the Company and
  agreed to by the Majority Lenders), except that each Interest Period which
  commences on the last Business Day of a calendar month (or on any day for
  which there is no numerically corresponding day in the appropriate
  subsequent calendar month) shall end on the last Business Day of the
  appropriate subsequent calendar month; and (b) with respect to any Fixed
  Rate Loan, the period commencing on the date such Fixed Rate Loan is made
  and ending on the date set forth in the Competitive Bid in which the offer
  to make such Fixed Rate Loan was extended.
  
      Notwithstanding the foregoing:  (i) no Interest Period may commence
  before and end after the Revolving Credit Termination Date; (ii) each
  Interest Period which would otherwise end on a day which is not a Business
  Day shall end on the next succeeding Business Day (or, for Eurodollar
  Loans, if such next succeeding Business Day falls in the next succeeding
  calendar month, on the next preceding Business Day); (iii) no Interest
  Period for Eurodollar Loans shall have a duration of less than one month
  and, if the Interest Period for any Eurodollar Loans would otherwise be
  for a shorter period, such Loans shall not be available hereunder; and
  (iv) no Interest Period for Fixed Rate Loans shall have a duration of less
  than one (1) day nor more than 365 days.
  
      "Lien" shall mean any interest in Property securing an obligation owed
  to, or a claim by, a Person other than the owner of the Property, whether
  such interest is based on the common law, statute or contract, and whether
  such obligation or claim is fixed or contingent, and including but not
  limited to (i) the lien or security interest arising from a mortgage,
  encumbrance, pledge, security agreement, conditional sale or trust receipt
  or a lease, consignment or bailment for security purposes or (ii)
  production payments
  
      9
  <PAGE>
   
   and the like payable out of Properties.  For the purposes of this
  Agreement, the Company or any Subsidiary shall be deemed to be the owner
  of any Property which it has acquired or holds subject to a conditional
  sale agreement, or leases under a financing lease or other arrangement
  pursuant to which title to the Property has been retained by or vested in
  some other Person in a transaction intended to create a financing.
  
      "Loan Documents" shall mean this Agreement, the Notes, the Borrowing
  Requests, the Competitive Bid Requests, the Fee Letter, the Guaranty
  Agreements and the Notices of Designation of Designated Subsidiaries.
  
      "Loans" shall mean Committed Loans or Competitive Loans.
  
      "Majority Lenders" shall mean, at any time while no Committed Loans
  are outstanding, Lenders having at least fifty-one percent (51%) of the
  Aggregate Commitments and, at any time while Committed Loans are
  outstanding, Lenders holding at least fifty-one percent (51%) of the
  outstanding aggregate principal amount of the Committed Loans (without
  regard to any sale by a Lender of a participation in any Loan under
  Section 12.06(c)).
  
      "Margin" shall mean, as to any Competitive Bid relating to a
  Eurodollar Loan, the margin (expressed as a percentage rate per annum) to
  be added to or subtracted from the Eurodollar Rate in order to determine
  the interest rate payable to such Lender with respect to such Eurodollar
  Loan.
  
      "Material Adverse Effect" shall mean any material and adverse change
  in the financial condition, business or results of operations of the
  Company and its Subsidiaries taken as a whole which makes them unable to
  perform their obligations under the Loan Documents.
  
      "Multiemployer Plan" shall mean a multiemployer plan as defined in
  section 3(37) or 4001(a)(3) of ERISA which is, or within the six preceding
  years was, contributed to by the Company, a Subsidiary or an ERISA
  Affiliate.
  
      "Net Worth" shall mean, as at any date, the sum of the following for
  the Company and its Consolidated Subsidiaries determined (without
  duplication) in accordance with GAAP:
  
      (i)  the amount of preferred stock (excluding mandatorily redeemable 
    preferred stock) and common stock at par plus the amount of paid    in
  capital of the Company, plus
  
      10
  <PAGE>
   
      (ii)  the amount of retained earnings (or, in the case of a retained
  earnings deficit, minus the amount of such deficit), minus
  
      (iii) the cost of treasury shares, minus
  
      (iv)  unamortized restricted stock compensation, plus
  
      (v)   foreign currency translation adjustment gains (or minus losses),
  plus
  
      (vi)  any other additions (or minus any other deductions) to the net
  worth of the Company required by GAAP.
  
      "Notes" shall mean the Committed Notes and the Competitive Notes.
  
      "Notice of Designation of Designated Subsidiaries" shall be
  substantially in the form of Exhibit L and delivered pursuant to Section
  6.03.
  
      "Obligor" shall mean either the Company or any Designated Subsidiary.
  
      "Operating Lease Obligations" shall mean, as to the Company or any
  Subsidiary, the obligations of such person to pay rent or other amounts
  under a lease of (or other agreement conveying the right to use) real
  and/or personal property which obligations are not required to be
  classified and accounted for as a liability for a capital lease on a
  balance sheet of such Person and, for purposes of this Agreement, the
  amount of such obligations shall be the discounted present value of the
  lease payments, discounted in the same manner a capital lease would be
  discounted according to GAAP.
  
      "Other Taxes" shall have the meaning assigned such term in Section
  4.06(b).
  
      "Parent Guaranty Agreement" shall mean the Guaranty Agreement of even
  date with this Agreement executed by the Company guaranteeing the
  Indebtedness of the Designated Subsidiaries as such agreement may be
  amended, supplemented or restated from time to time.
  
   "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
  successor thereto.
  
      "Percentage Share" shall mean the percentage of the Aggregate
  Commitments to be provided by a Lender under this Agreement as indicated
  on Annex 1 hereto, as modified from time to time to reflect any
  assignments permitted by Section 12.06(b).
  
      11
  <PAGE>
   
      "Permitted Subordinated Debt" shall mean Debt of the Company or a
  Subsidiary owing to the Company, ENSERCH Corporation or another Subsidiary
  subordinated to the Indebtedness on terms substantially similar to the
  terms set forth in Exhibit M or on terms and pursuant to documentation
  acceptable to the Administrative Agent and the Syndication Agent.
  
      "Person" shall mean any individual, corporation, company, limited
  liability company, voluntary association, partnership, joint venture,
  trust, unincorporated organization or government or any agency,
  instrumentality or political subdivision thereof, or any other form of
  entity.
  
      "Plan" shall mean each Benefit Plan and Multiemployer Plan.
  
      "Post-Default Rate" shall mean, in respect of any principal of any
  Loan which is not paid when due (whether at stated maturity, by
  acceleration or otherwise), a rate per annum during the period commencing
  on the due date until such amount is paid in full or the default is cured
  or waived equal to 2% per annum plus the Base Rate as in effect from time
  to time plus the Applicable Margin (if any), but in no event to exceed the
  Highest Lawful Rate provided that, if such amount in default is principal
  of a Eurodollar Loan or a Fixed Rate Loan, the "Post-Default Rate" for
  such principal shall be, for the period commencing on the due date and
  ending on the last day of the Interest Period therefor, 2% per annum plus
  the applicable interest rate for such Loan as provided in Section 3.02(b),
  (c) or (d), but in no event to exceed the Highest Lawful Rate.
  
      "Prime Rate" shall mean the rate of interest from time to time
  announced publicly by the Administrative Agent at the Principal Office as
  its prime rate.  Such rate is set by the Administrative Agent as a general
  reference rate of interest, taking into account such factors as the
  Administrative Agent may deem appropriate, it being understood that many
  of the Administrative Agent's commercial or other loans are priced in
  relation to such rate, that it is not necessarily the lowest or best rate
  actually charged to any customer and that the Administrative Agent may
  make various commercial or other loans at rates of interest having no
  relationship to such rate.
  
      "Principal Office" shall mean the principal office of the
  Administrative Agent, presently located at 2200 Ross Avenue, Dallas, Texas
  75201, Attention:  Energy Group.
  
      "Property" shall mean any interest in any kind of property or asset,
  whether real, personal or mixed, or tangible or intangible.
  
      12
  <PAGE>
   
      "Quarterly Dates" shall mean the last day of each March, June,
  September, and December, in each year, the first of which shall be June
  30, 1995; provided, however, that if any such day is not a Business Day,
  such Quarterly Date shall be the next succeeding Business Day.
  
      "Regulation D" shall mean Regulation D of the Board of Governors of
  the Federal Reserve System (or any successor), as the same may be amended
  or supplemented from time to time.
  
      "Regulatory Change" shall mean, with respect to any Lender, any change
  after the Closing Date in any Governmental Requirement (including
  Regulation D) or the adoption or making after such date of any
  interpretations, directives or requests applying to a class of lenders
  (including such Lender or its Applicable Lending Office) of or under any
  Governmental Requirement (whether or not having the force of law) by any
  Governmental Authority charged with the interpretation or administration
  thereof.
  
      "Required Payment" shall have the meaning assigned such term in
  Section 4.04.
  
      "Responsible Officer" shall mean, as to the Company or any Subsidiary,
  the Chief Executive Officer, the President or any Vice President of such
  Person and, with respect to financial matters, the term "Responsible
  Officer" shall include the Chief Financial Officer, Controller, Treasurer
  or Treasury Officer of such Person.  Unless otherwise specified, all
  references to a Responsible Officer herein shall mean a Responsible
  Officer of the Company.
  
      "Revolving Credit Termination Date" shall mean, unless the Commitments
  are sooner terminated pursuant to Sections 2.03(a) or 10.02, May 1, 1999.
  
      "SEC" shall mean the Securities and Exchange Commission or any
  successor Governmental Authority.
  
      "Special Entity" shall mean any joint venture, limited liability
  company, general or limited partnership or any other type of partnership
  or company in which the Company or one or more of its other Subsidiaries
  is a member, owner, partner or joint venturer and owns at least a majority
  of the equity of such entity.
  
      "Subsidiary" shall mean any corporation of which at least a majority
  of the outstanding shares of stock having by the terms thereof ordinary
  voting power to elect a majority of the board of directors of such
  corporation (irrespective of whether or not at the time stock of any other
  class or classes
  
      13
  <PAGE>
   
   of such corporation shall have or might have voting power by reason of
  the happening of any contingency) is at the time directly or indirectly
  owned or controlled by the Company or one or more of its Subsidiaries or
  by the Company and one or more of its Subsidiaries.
  
      "Subsidiary Guarantor" shall mean any Subsidiary or Special Entity
  that has executed a Subsidiary Guaranty Agreement.
  
      "Subsidiary Guaranty Agreement" shall mean any Guaranty Agreement
  executed by a Subsidiary or a Special Entity as required by Section 8.08
  as such agreement may be amended, supplemented or restated from time to
  time.
  
      "Taxes" shall have the meaning assigned such term in Section 4.06(a).
  
      "Type" shall mean, with respect to any Loan, a Base Rate Loan,
  Eurodollar Loan or Fixed Rate Loan.
  
      "Withdrawal Liability" shall have the meaning given such term under
  Part I of Subtitle E of Title IV of ERISA.
  
      Section 1.03  Accounting Terms and Determinations.  Unless otherwise
  specified herein, all accounting terms used herein shall be interpreted,
  all determinations with respect to accounting matters hereunder shall be
  made, and all financial statements and certificates and reports as to
  financial matters required to be furnished to the Administrative Agent or
  the Lenders hereunder shall be prepared, in accordance with GAAP, applied
  on a basis consistent with the audited financial statements of the Company
  referred to in Section 7.02 (except for changes concurred with by the
  Company's independent public accountants).
  
   ARTICLE II
  
   BORROWINGS
  
      Section 2.01  Committed Loans.
  
      (a) Loans.  Each Lender severally agrees, on the terms of this
  Agreement, to make Committed Loans to any Obligor during the period from
  and including (i) the Effective Date or (ii) such later date that such
  Lender becomes a party to this Agreement as provided in Section 12.06(b),
  to and up to, but excluding, the Revolving Credit Termination Date in an
  aggregate principal amount at any one time outstanding and owing by all
  Obligors up to but not exceeding the amount of such Lender's Commitment as
  then in effect; provided, however, that the aggregate principal amount of
  all Committed Loans and Competitive Loans by all Lenders to any or all
  Obligors at any one time outstanding shall not exceed the Aggregate
  
      14
  <PAGE>
   
   Commitments.  Subject to the terms of this Agreement, during the period
  from the Effective Date to and up to, but excluding, the Revolving Credit
  Termination Date, any Obligor may borrow, repay and reborrow the amount
  described in this Section 2.01.
  
      (b) Limitation on Types of Loans.  Subject to the other terms and
  provisions of this Agreement, at the option of the Company, the Committed
  Loans may be Base Rate Loans or Eurodollar Loans; provided that, without
  the prior written consent of the Majority Lenders, no more than seven (7)
  Eurodollar Loans which are Committed Loans to any or all Obligors by any
  Lender may be outstanding at any time.
  
      Section 2.02  Borrowings, Continuations and Conversions of Committed
  Loans.
  
      (a) Borrowings.  An Obligor shall cause the Company to give the
  Administrative Agent (which shall promptly notify the Lenders) advance
  notice as hereinafter provided of each Borrowing of a Committed Loan
  hereunder, which shall specify the name of the Obligor making such
  Borrowing; the aggregate amount of such Borrowing, the Type and the date
  (which shall be a Business Day) of the Committed Loans to be borrowed and
  (in the case of Eurodollar Loans) the duration of the Interest Period
  therefor.
  
      (b) Minimum Amounts.  All Borrowings of Base Rate Loans shall be in
  amounts of at least $10,000,000 or the remaining balance of the Aggregate
  Commitments, if less, or any whole multiple of $1,000,000 in excess
  thereof, and all Borrowings in the form of Eurodollar Loans shall be in
  amounts of at least $10,000,000 or any whole multiple of $1,000,000 in
  excess thereof.
  
      (c) Notices.  All Borrowings, continuations and conversions of
  Committed Loans shall require advance written notice to the Administrative
  Agent (which shall promptly notify the Lenders) in the form of Exhibit G
  (or telephonic notice promptly confirmed by such a written notice), which
  in each case shall be irrevocable, from the Company on behalf of an
  Obligor to be received by the Administrative Agent not later than 10:00
  a.m. Central time on the Business Day of each Base Rate Loan borrowing and
  three Business Days prior to the date of each Eurodollar Loan borrowing,
  continuation or conversion.  Without in any way limiting the Company's
  obligation to confirm in writing any telephonic notice, the Administrative
  Agent may act without liability upon the basis of telephonic notice
  believed by the Administrative Agent in good faith to be from the Company
  prior to receipt of written confirmation.  In each such case, each Obligor
  hereby waives the right to dispute the Administrative Agent's record of
  the terms of such telephonic notice except in the case of gross negligence
  or willful misconduct by the Administrative Agent.
  
      15
  <PAGE>
   
      (d) Continuation Options.  With respect to Committed Loans and subject
  to the provisions made in this Section 2.02(d), the Company on behalf of
  an Obligor may elect to continue all or any part of any Borrowing of
  Eurodollar Loans beyond the expiration of the then current Interest Period
  relating thereto by giving advance notice as provided in Section 2.02(c)
  to the Administrative Agent (which shall promptly notify the Lenders) of
  such election, specifying the amount of such Loan to be continued and the
  Interest Period therefor.  In the absence of such a timely and proper
  election, the Company on behalf of an Obligor shall be deemed to have
  elected to convert such Eurodollar Loan to a Base Rate Loan pursuant to
  Section 2.02(e).  All or any part of any Eurodollar Loan may be continued
  as provided herein, provided that (i) any continuation of any such Loan
  shall be (as to each Borrowing as continued for an applicable Interest
  Period) in amounts of at least $10,000,000 or any whole multiple of
  $1,000,000 in excess thereof and (ii) no Default shall have occurred and
  be continuing.  If a Default shall have occurred and be continuing, each
  Eurodollar Loan shall be converted to a Base Rate Loan on the last day of
  the Interest Period applicable thereto.
  
      (e) Conversion Options.  With respect to Committed Loans, the Company
  on behalf of an Obligor may elect to convert all or any part of any
  Eurodollar Loan on the last day of the then current Interest Period
  relating thereto to a Base Rate Loan by giving notice as provided in
  Section 2.02(c) to the Administrative Agent (which shall promptly notify
  the Lenders) of such election.  Subject to the provisions made in this
  Section 2.02(e), the Company on behalf of an Obligor may elect to convert
  all or any part of any Base Rate Loan at any time and from time to time to
  a Eurodollar Loan by giving advance notice as provided in Section 2.02(c)
  to the Administrative Agent (which shall promptly notify the Lenders) of
  such election.  All or any part of any outstanding Base Rate Loan may be
  converted as provided herein, provided that (i) any conversion of any Base
  Rate Loan into a Eurodollar Loan shall be (as to each such Borrowing into
  which there is a conversion for an applicable Interest Period) in amounts
  of at least $10,000,000 or any whole multiple of $1,000,000 in excess
  thereof and (ii) no Default shall have occurred and be continuing.  If a
  Default shall have occurred and be continuing, no Base Rate Loan may be
  converted into a Eurodollar Loan.
  
      (f)   Advances.  Not later than 1:00 p.m. (Central time) on the date
  specified for each Borrowing hereunder, each Lender shall make available
  the amount of the Committed Loan to be made by it on such date to the
  Administrative Agent, to an account which the Administrative Agent shall
  specify, in immediately available funds, for the account of the Company.
  The amounts so received by the Administrative Agent shall, subject to the
  terms and conditions of this Agreement, be made available to the Company
  on behalf of an Obligor by depositing the same, in immediately available
  funds, in an account of the Company, designated by the Company on behalf
  of an Obligor and maintained at the Principal Office, or to be deposited
  at the direction of the Company on behalf of an Obligor.
  
      16
  <PAGE>
   
      Section 2.03  Changes of Commitments.
  
      (a) The Company on behalf of an Obligor shall have the right to
  terminate or to reduce the amount of the Aggregate Commitments at any time
  or from time to time upon not less than two (2) Business Days' prior
  notice to the Administrative Agent (which shall promptly notify the
  Lenders) of each such termination or reduction, which notice shall specify
  the effective date thereof and the amount of any such reduction (which
  shall not be less than $10,000,000 or any whole multiple of $1,000,000 in
  excess thereof) and shall be irrevocable and effective only upon receipt
  by the Administrative Agent.
  
      (b) The Aggregate Commitments once terminated or reduced may not be
  reinstated.
  
      Section 2.04  Fees.
  
      (a) The Company shall pay to the Administrative Agent for the account
  of each Lender a facility fee on the daily average amount of the Aggregate
  Commitments (regardless of usage) for the period from and including the
  Closing Date up to but excluding the earlier of the date the Aggregate
  Commitments are terminated or the Revolving Credit Termination Date at a
  rate per annum equal to the amount set forth in the definition of
  Applicable Margin for the period designated therein.  Accrued facility
  fees shall be payable quarterly in arrears on each Quarterly Date and on
  the earlier of the date the Aggregate Commitments are terminated or the
  Revolving Credit Termination Date.
  
      (b) The Company shall pay to the Administrative Agent for its own
  account an administration fee of $25,000.00 per annum payable on the
  Closing Date and each anniversary of the Closing Date during the term of
  this Agreement.
  
      Section 2.05  Several Obligations.  The failure of any Lender to make
  any Loan to be made by it on the date specified therefor shall not relieve
  any other Lender of its obligation to make its Loan on such date, but no
  Lender shall be responsible for the failure of any other Lender to make a
  Loan to be made by such other Lender.
  
      Section 2.06  Notes.
  
      (a) The Committed Loans made by each Lender to an Obligor shall be
  evidenced by a single promissory note of such Obligor in substantially the
  form of Exhibit A, dated (i) the Closing Date or (ii) the effective date
  of an Assignment pursuant to Section 12.06(b) or (iii) the date that the
  Company designates a Designated Subsidiary pursuant to Section 2.10,
  payable to the order of such Lender in a principal amount equal to its
  Commitment and otherwise duly completed.  The date, amount, Type, interest
  rate and Interest Period, if any, of each Committed Loan made by each
  Lender, and all payments made on account of the principal
  
      17
  <PAGE>
   
   thereof, shall be recorded by such Lender on its books for its Committed
  Note, and, prior to any transfer, endorsed by such Lender on the schedule
  attached to such Committed Note or any continuation thereof.  Failure to
  make any such notation shall not affect the Obligor's obligations in
  respect of such Loans, or affect the validity of such transfer by any
  Lender of such Note.
  
      (b) The Competitive Loans made by each Lender to an Obligor shall be
  evidenced by a single promissory note of such Obligor in substantially the
  form of Exhibit B, dated (i) the Closing Date or (ii) the effective date
  of an Assignment pursuant to Section 12.06(b) or (iii) the date that the
  Company designates a Designated Subsidiary pursuant to Section 2.10,
  payable to the order of such Lender in a principal amount equal to the
  Aggregate Commitments and otherwise duly completed.  The date, amount,
  Type, interest rate and Interest Period of each Competitive Loan made by
  each Lender, and all payments made on account of the principal thereof,
  shall be recorded by such Lender on its books for its Competitive Note,
  and, prior to any transfer, endorsed by such Lender on the schedule
  attached to such Competitive Note or any continuation thereof.  Failure to
  make any such notation shall not affect the Obligor's obligations in
  respect of such Loans, or affect the validity of such transfer by any
  Lender of such Note.
  
      Section 2.07  Prepayments.
  
      (a) Any Obligor may prepay its Base Rate Loans upon prior notice to
  the Administrative Agent (which shall promptly notify the Lenders), which
  notice shall specify the prepayment date (which shall be a Business Day)
  and the amount of the prepayment (which shall be at least $5,000,000 or
  any whole multiple of $1,000,000 in excess thereof or the remaining
  aggregate principal balance outstanding on the Notes) and shall be
  irrevocable and effective only upon receipt by the Administrative Agent,
  provided that interest on the principal prepaid, accrued to the prepayment
  date, shall be paid on the prepayment date.  Any Obligor may prepay its
  Eurodollar Loans and Fixed Rate Loans on the same condition as for Base
  Rate Loans and in addition such prepayments of Eurodollar Loans and Fixed
  Rate Loans shall be subject to the terms of Section 5.05 and shall be in
  an amount equal to all of the Eurodollar Loans and Fixed Rate Loans for
  such Obligor for the Interest Period prepaid.
  
      (b) If, after giving effect to any termination or reduction of the
  Aggregate Commitments pursuant to Section 2.03, the outstanding aggregate
  principal amount of the Loans exceeds the Aggregate Commitments, the
  Obligors shall prepay the Loans on the date of such termination or
  reduction in an aggregate principal amount equal to the excess, together
  with interest on the principal amount paid accrued to the date of such
  prepayment.
  
      18
  <PAGE>
   
      (c) Prepayments permitted or required under this Section 2.07 shall be
  without premium or penalty, except as required under Section 5.05 for
  prepayment of Eurodollar Loans or Fixed Rate Loans.
  
      Section 2.08  Lending Offices.  The Loans of each Type made by each
  Lender shall be made and maintained at such Lender's Applicable Lending
  Office for Loans of such Type.
  
      Section 2.09  Competitive Loans.
  
      (a) In accordance with the terms, conditions and procedures set forth
  in this Section 2.09, the Company on behalf of any Obligor may on any
  Business Day prior to the Revolving Credit Termination Date request
  Competitive Bids.
  
     (i)  Provided, however, no Lender shall be obligated to make
  Competitive Loans to an Obligor unless such Lender has irrevocably offered
  to make such a Competitive Loan pursuant to Section 2.09(c); and,
  provided, further, the aggregate principal amount of all Competitive Loans
  to any or all Obligors at any one time outstanding shall not, at any date,
  exceed an amount equal to (A) the Aggregate Commitments as of such date,
  less (B) the aggregate principal amount of the Committed Loans to any or
  all Obligors outstanding as of such date.  For purposes of determining the
  amount to be calculated pursuant to the foregoing sentence, any Committed
  Loans that the Company on behalf of an Obligor has requested be made,
  which have not yet been made, shall be given effect as if made in the full
  requested amount with respect thereto.
  
     (ii)  Notwithstanding the limitations on the aggregate amount of
  Competitive Loans that the Obligors may borrow under this Agreement set
  forth in clause (i) of this Section 2.09(a), the making of any Competitive
  Loan to an Obligor by any Lender shall not be deemed to be a utilization
  of such Lender's Commitment (although it shall be deemed to be a
  utilization of the Aggregate Commitments for all purposes of this
  Agreement).
  
      (b) In order to request Competitive Bids, the Company on behalf of an
  Obligor shall hand deliver, telex or telecopy to the Administrative Agent
  and the Auction Agent a duly completed request substantially in the form
  of Exhibit C, with the blanks appropriately completed (a "Competitive Bid
  Request"), to be received by such Agents (i) in the case of Eurodollar
  Loans, not later than 9:00 a.m. (Central time) four (4) Business Days
  before the date specified for a proposed Competitive Loan, and (ii) in the
  case of Fixed Rate Loans, not later than 9:00 a.m. (Central time) one (1)
  Business Day before the date specified for a proposed Competitive Loan. 
  No Base Rate Loan shall be requested in, or made pursuant to, a
  Competitive Bid Request.  A Competitive Bid Request that does not conform
  substantially to the format of Exhibit C may be rejected at the Auction
  Agent's sole
  
      19
  <PAGE>
   
   discretion, and the Auction Agent shall promptly notify the Company of
  such rejection by telex or telecopier.  Each Competitive Bid Request shall
  in each case refer to this Agreement and specify (A) whether the
  Competitive Loans then being requested are to be Eurodollar Loans or Fixed
  Rate Loans, (B) the date of such Competitive Loans (which shall be a
  Business Day), (C) the aggregate principal amount thereof (which shall not
  be less than $10,000,000 and shall be an integral multiple of $1,000,000),
  and (D) the Interest Period with respect thereto.  Promptly after its
  receipt of a Competitive Bid Request that is not rejected as aforesaid,
  the Auction Agent shall invite by telex or telecopier (in substantially
  the form set forth in Exhibit D) the Lenders to bid, on the terms and
  conditions of this Agreement, to make Competitive Loans pursuant to such
  Competitive Bid Request.  Notwithstanding the foregoing, the Auction Agent
  shall have no obligation to invite any Lender to make a Competitive Bid
  pursuant to this Section 2.09(b) until such Lender has delivered a
  properly completed Competitive Bid Administrative Questionnaire to the
  Auction Agent.
  
      (c) Each Lender may, in its sole discretion, make one or more
  Competitive Bids to an Obligor responsive to each Competitive Bid Request.
  Each Competitive Bid by a Lender must be received by the Auction Agent via
  telex or telecopier, in the form of Exhibit E, (i) in the case of
  Eurodollar Loans, not later than 8:30 a.m. (Central time) three (3)
  Business Days before the date specified for a proposed Competitive Loan
  and (ii) in the case of Fixed Rate Loans, not later than 8:30 a.m.
  (Central time) on the date specified for a proposed Competitive Loan. 
  Competitive Bids that do not conform substantially to the format of
  Exhibit E may be rejected by the Auction Agent after conferring with, and
  upon the instruction of, the Company on behalf of an Obligor, and the
  Auction Agent shall notify the applicable Lender of such rejection as soon
  as practicable.  Each Competitive Bid shall refer to this Agreement and
  (A) specify the principal amount (which shall be in a minimum principal
  amount of $10,000,000 and in an integral multiple of $1,000,000 and which
  may equal the entire aggregate principal amount of the Competitive Loan
  requested by the Company on behalf of an Obligor) of the Competitive Loan
  that the applicable Lender is willing to make to such Obligor, (B) specify
  the Competitive Bid Rate at which such Lender is prepared to make such
  Competitive Loan and (C) confirm the Interest Period with respect thereto
  specified by the Company on behalf of an Obligor in its Competitive Bid
  Request.  If any Lender shall elect not to make a Competitive Bid, such
  Lender shall so notify the Auction Agent via telex or telecopier in the
  case of Fixed Rate Loans, not later than 8:30 a.m. (Central time) on the
  date of the proposed Competitive Loan and in the case of Eurodollar Loans,
  not later than 8:30 a.m. (Central time) three (3) Business Days before the
  date specified for a proposed Competitive Loan; provided, however, that
  failure by any Lender to give such notice shall not cause such Lender to
  be obligated to make any Competitive Loan.  A Competitive Bid submitted by
  a Lender pursuant to this Subsection 2.09(c) shall be irrevocable.
  
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      (d) The Auction Agent shall promptly notify the Company by telex or
  telecopier of all the Competitive Bids made, the Competitive Bid Rate and
  the maximum principal amount of each Competitive Loan in respect of which
  a Competitive Bid was made and the identity of the Lender that made each
  Competitive Bid.  The Auction Agent shall send a copy of all Competitive
  Bids to the Company for its records as soon as practicable after
  completion of the bidding process set forth in this Section 2.09.
  
      (e) The Company on behalf of an Obligor may in the sole and absolute
  discretion of the applicable Obligor, subject only to the provisions of
  this Section 2.09(e), accept or reject any Competitive Bid referred to in
  Section 2.09(d); provided, however, that the aggregate amount of the
  Competitive Bids so accepted by the Company on behalf of an Obligor may
  not exceed the principal amount of the Competitive Loan requested by the
  Company on behalf of an Obligor.  The Company on behalf of an Obligor
  shall notify the Auction Agent by telex or telecopier whether and to what
  extent the Obligor has decided to accept or reject any or all of the
  Competitive Bids referred to in Section 2.09(d), (i) in the case of
  Eurodollar Loans, not later than 9:30 a.m. (Central time) three (3)
  Business Days before the date specified for a proposed Competitive Loan,
  and (ii) in the case of Fixed Rate Loans, not later than 9:30 a.m.
  (Central time) on the date specified for a proposed Competitive Loan;
  provided, however, that (A) the failure by the Company on behalf of an
  Obligor to give such notice shall be deemed to be a rejection of all the
  Competitive Bids referred to in Section 2.03(c), (B) the Company on behalf
  of an Obligor shall not accept a Competitive Bid made at a particular
  Competitive Bid Rate if the Company on behalf of an Obligor has decided to
  reject a Competitive Bid made at a lower Competitive Bid Rate, (C) if the
  Company on behalf of an Obligor shall accept Competitive Bids made at a
  particular Competitive Bid Rate but shall be restricted by other
  conditions hereof from borrowing the maximum principal amount of
  Competitive Loans in respect of which Competitive Bids at such Competitive
  Bid Rate have been made, then the Company on behalf of an Obligor shall
  accept a pro rata portion of each Competitive Bid made at such Competitive
  Bid Rate based as nearly as possible on the respective maximum principal
  amounts of Competitive Loans for which such Competitive Bids were made and
  (D) no Competitive Bid shall be accepted for a Competitive Loan unless
  such Competitive Loan is in a minimum principal amount of $10,000,000 and
  an integral multiple of $1,000,000. Notwithstanding the foregoing, if it
  is necessary for the Company on behalf of an Obligor to accept a pro rata
  allocation of the Competitive Bids made in response to a Competitive Bid
  Request (whether pursuant to the events specified in clause (C) above or
  otherwise) and the available principal amount of Competitive Loans to be
  allocated among the Lenders is not sufficient to enable Competitive Loans
  to be allocated to each Lender in a minimum principal amount of
  $10,000,000 and in integral multiples of $1,000,000, then the Company on
  behalf of an Obligor shall select the Lenders to be allocated such
  Competitive Loans and shall round allocations up or down to the next
  higher or lower multiple of $1,000,000 as it shall deem appropriate.  In
  addition, the Company on behalf of an Obligor shall
  
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  <PAGE>
   
   be permitted under the foregoing procedures to accept a Competitive Bid
  or Competitive Bids in a principal amount of less than $10,000,000 (i) in
  order to enable the Company on behalf of an Obligor to accept Competitive
  Bids equal to (but not in excess of) the principal amount of the
  Competitive Loan requested by the Company on behalf of an Obligor or (ii)
  in order to enable the Company on behalf of an Obligor to accept all
  remaining Competitive Bids, or all remaining Competitive Bids at a
  particular Competitive Bid Rate.  A notice given by the Company on behalf
  of an Obligor pursuant to this Subsection (e) shall be irrevocable.
  
      (f) The Auction Agent shall promptly notify each bidding Lender by
  telex or telecopy whether or not its Competitive Bid has been accepted
  (and if so, in what amount and at what Competitive Bid Rate). Each
  successful bidder will thereupon become bound, subject to the other
  applicable conditions hereof, to make the Competitive Loan in respect of
  which its Competitive Bid has been accepted.  After completing the
  notifications referred to in the immediately preceding sentence, the
  Auction Agent shall notify each Lender and the Administrative Agent of the
  aggregate principal amount of all Competitive Bids accepted.
  
      (g) Upon receipt from the Administrative Agent of the notice of
  Eurodollar Rate applicable to any Eurodollar Loan to be made by any Lender
  pursuant to a Competitive Bid that has been accepted by the Company on
  behalf of an Obligor pursuant to Section 2.03(e), the Auction Agent shall
  notify such Lender of (i) the applicable Eurodollar Rate and (ii) the sum
  of the applicable Eurodollar Rate plus the Margin bid by such Lender.
  
      (h) No Competitive Loan shall be made within five (5) Business Days of
  the date of any other Competitive Loan, unless the Company and the Auction
  Agent shall mutually agree otherwise.
  
      (i) If the Auction Agent shall at any time have a Commitment hereunder
  and shall elect to submit a Competitive Bid in its capacity as a Lender,
  it shall submit such Competitive Bid directly to the Company on behalf of
  an Obligor one quarter of an hour earlier than the time at which the other
  Lenders are required to submit their Competitive Bids to the Auction Agent
  pursuant to Section 2.09(c).
  
      (j) All notices required by this Section 2.09 shall be made in
  accordance with Section 12.02 and the Competitive Bid Administrative
  Questionnaire most recently placed on file by each Lender with the Auction
  Agent.
  
      (k) No Competitive Loan may be continued or converted, except to the
  extent converted to a Base Rate Loan pursuant to Section 5.04; provided,
  however, a Competitive Loan may be repaid with the proceeds of a Borrowing
  of Competitive Loans or Committed Loans made pursuant to the terms of this
  Agreement, and the Administrative Agent is authorized to net the Borrowing
  and repayments for convenience.
  
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  <PAGE>
   
   (l) Not later than 12:00 noon (Central time) on the date specified for
  each Borrowing hereunder, each Lender that is a successful bidder shall
  make available the amount of the Competitive Loan to be made by it on such
  date to the Administrative Agent, to an account which the Administrative
  Agent shall specify, in immediately available funds, for the account of
  the Company on behalf of an Obligor.  The amounts so received by the
  Administrative Agent shall, subject to the terms and conditions of this
  Agreement, be made available to the Company on behalf of an Obligor by
  depositing the same, in immediately available funds, in an account of the
  Company on behalf of an Obligor, designated by the Company on behalf of an
  Obligor and maintained at the Principal Office.
  
      Section 2.10  Designated Subsidiaries.  The Company may from time to
  time designate one or more of its Subsidiaries to have the right to borrow
  both Committed Loans and Competitive Loans by sending to the
  Administrative Agent a Notice of Designation of a Designated Subsidiary
  and otherwise complying with Section 6.03.  Each Designated Subsidiary
  shall be liable for (i) the principal and interest on Loans made to it as
  requested in any Borrowing Request or Competitive Bid Requests signed by
  it or the Company on its behalf, (ii) all fees, indemnities and
  reimbursement obligations as set forth in this Agreement and (iii) to the
  extent the Designated Subsidiary is a Guarantor pursuant to Section 8.08,
  the obligations set forth in its Subsidiary Guaranty Agreement. No
  Designated Subsidiary shall be liable for any principal or interest on any
  Loan to another Obligor except to the extent that such Designated
  Subsidiary is a Guarantor pursuant to Section 8.08.  The Company shall be
  liable for all Indebtedness of all Obligors as set forth either in this
  Agreement or the Parent Guaranty Agreement.  As agreed to in each Notice
  of Designation of Designated Subsidiary executed and delivered by the
  Company and each Designated Subsidiary, each Designated Subsidiary
  appoints the Company as its agent to execute all Borrowing Requests and
  Competitive Bid Requests, give and receive all notices on its behalf and
  take whatever other action is required of it under the Loan Documents, and
  the Agents and Lenders are entitled to fully rely on all action taken and
  notices given by the Company on behalf of any Designated Subsidiary.
  
  
   ARTICLE III
  
   PAYMENTS OF PRINCIPAL AND INTEREST
  
      Section 3.01  Repayment of Loans.  Each Obligor will pay to the
  Administrative Agent, for the account of each applicable Lender, the
  principal payments required by this Section 3.01.  On the last day of the
  Interest Period for each Competitive Loan to an Obligor, such Obligor
  shall repay the outstanding aggregate principal and accrued and unpaid
  interest on such Loan. On the Revolving Credit Termination Date each
  Obligor shall repay the outstanding aggregate principal and accrued and
  unpaid interest under its Notes.
  
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  <PAGE>
   
      Section 3.02  Interest.  Each Obligor will pay to the Administrative
  Agent, for the account of each Lender, interest on the unpaid principal
  amount of each Loan made by such Lender to such Obligor for the period
  commencing on the date such Loan is made to but excluding the date such
  Loan shall be paid in full, at the following rates per annum:
  
      (a) if such Loan is a Committed Loan and a Base Rate Loan, the Base
  Rate (as in effect from time to time), but in no event to exceed the
  Highest Lawful Rate;
  
      (b) if such Loan is a Committed Loan and a Eurodollar Loan, for each
  Interest Period relating thereto, the Eurodollar Rate for such Loan plus
  the Applicable Margin, but in no event to exceed the Highest Lawful Rate;
  
      (c) if such Loan is a Competitive Loan and a Eurodollar Loan, for each
  Interest Period relating thereto, the Eurodollar Rate for such Loan plus
  or minus the Margin as accepted by the Company on behalf of an Obligor,
  but in no event to exceed the Highest Lawful Rate; and
  
      (d) if such Loan is a Competitive Loan and a Fixed Rate Loan, for each
  Interest Period relating thereto, the fixed rate per annum offered by the
  respective Lender in its Competitive Bid and accepted by the Company on
  behalf of an Obligor pursuant to Section 2.09, but in no event to exceed
  the Highest Lawful Rate.
  
  Notwithstanding the foregoing, each Obligor will pay to the Administrative
  Agent, for the account of each applicable Lender interest at the
  applicable Post-Default Rate on any principal of any Loan made by such
  Lender to such Obligor, which shall not be paid in full when due (whether
  at stated maturity, by acceleration or otherwise), for the period
  commencing on the due date thereof until the same is paid in full.  To the
  fullest extent permitted by law, each Obligor will pay to the
  Administrative Agent for the account of each applicable Lender interest at
  the Base Rate on interest and any other amount payable by such Obligor
  hereunder other than principal on the Loans, under any other Loan Document
  or under any Note held by such Lender to or for the account of such
  Lender, which shall not be paid in full when due (whether at stated
  maturity, by acceleration or otherwise), for the period commencing on the
  due date thereof until the same is paid in full.
  
   Accrued interest on Base Rate Loans shall be payable on each Quarterly
  Date commencing on June 30, 1995, and accrued interest on each Eurodollar
  Loan and Fixed Rate Loan shall be payable on the last day of the Interest
  Period therefor and, if such Interest Period is longer than three months
  at three-month intervals following the first day of such Interest Period,
  except that interest payable at the Post-Default Rate or otherwise
  accruing on past due amounts shall be payable from time to time on demand
  and interest on any Eurodollar Loan or Fixed Rate Loan that is converted
  into a Base Rate Loan (pursuant to Section 5.04) shall be payable on the
  date of conversion (but only to the extent so converted).
  
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  <PAGE>
   
   Promptly after the determination of any interest rate provided for herein
  or any change therein, the Administrative Agent or the Auction Agent shall
  notify the Lenders to which such interest is payable and the Company
  thereof. Each determination by the Administrative Agent or the Auction
  Agent of an interest rate or fee hereunder shall, except in cases of
  manifest error, be final, conclusive and binding on the parties.
  
  
   ARTICLE IV
  
      PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.
  
      Section 4.01  Payments.  Except to the extent otherwise provided
  herein, all payments of principal, interest and other amounts to be made
  by each Obligor under this Agreement and the Notes shall be made in
  Dollars, in immediately available funds, to the Administrative Agent at
  such account as the Administrative Agent shall specify by notice to the
  Company on behalf of each Obligor from time to time, not later than 1:00
  p.m. (Central time) on the date on which such payments shall become due
  (each such payment made after such time on such due date to be deemed to
  have been made on the next succeeding Business Day).  Such payments shall
  be made without (to the fullest extent permitted by applicable law)
  defense, set-off or counterclaim.  Each payment received by the
  Administrative Agent under this Agreement or any Note for the account of
  a Lender shall be paid promptly to such Lender in immediately available
  funds.  If the due date of any payment under this Agreement or any Note
  would otherwise fall on a day which is not a Business Day such date shall
  be extended to the next succeeding Business Day and interest shall be
  payable for any principal so extended for the period of such extension. 
  At the time of each payment to the Administrative Agent of any principal
  of or interest on any Borrowing, the Company on behalf of the Obligors
  shall notify the Administrative Agent of the Loans to which such payment
  shall apply.  In the absence of such notice the Administrative Agent may
  specify the Loans to which such payment shall apply, but to the extent
  possible such payment or prepayment will be applied first to the Loans
  comprised of Base Rate Loans.
  
      Section 4.02  Pro Rata Treatment.  Except to the extent otherwise
  provided herein each Lender agrees that:  (i) each Borrowing from the
  Lenders under Section 2.01 shall be made from the Lenders pro rata in
  accordance with their Percentage Share, each payment of facility fees
  under Section 2.04(a) shall be made for the account of the Lenders pro
  rata in accordance with their Percentage Share, and each termination or
  reduction of the amount of the Aggregate Commitments under Section 2.03(a)
  shall be applied to the Commitment of each Lender, pro rata according to
  the amounts of its respective Commitment; (ii) each payment of principal
  of Loans by the Company on behalf of an Obligor shall be made for the
  account of the Lenders pro rata in accordance with the respective unpaid
  principal amount of the Loans held by the Lenders due or past due on such
  date or intended to be prepaid by the Company on behalf of such Obligor; 
  and (iii) each payment of interest on Loans by the Company on behalf of an
  Obligor shall be
  
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  <PAGE>
   
  made for the account of the Lenders pro rata in accordance with the
  amounts of interest due and payable to the respective Lenders.
  
      Section 4.03  Computations.  Interest on Eurodollar Loans and Fixed
  Rate Loans shall be computed on the basis of a year of 360 days and actual
  days elapsed (including the first day but excluding the last day)
  occurring in the period for which such interest is payable, unless such
  calculation would exceed the Highest Lawful Rate, in which case interest
  shall be calculated on the per annum basis of a year of 365 or 366 days,
  as the case may be.  Interest on Base Rate Loans and fees shall be
  computed on the basis of a year of 365 or 366 days, as the case may be,
  and actual days elapsed (including the first day but excluding the last
  day) occurring in the period for which such interest or fee is payable.
  
      Section 4.04  Non-receipt of Funds by the Administrative Agent. Unless
  the Administrative Agent shall have been notified by a Lender or the
  Company on behalf of an Obligor prior to the date on which such notifying
  party is scheduled to make payment to the Administrative Agent (in the
  case of a Lender) of the proceeds of a Loan to be made by it hereunder or
  (in the case of an Obligor) a payment to the Administrative Agent for the
  account of one or more of the Lenders hereunder (such payment being herein
  called the "Required Payment"), which notice shall be effective upon
  receipt, that it does not intend to make the Required Payment to the
  Administrative Agent, the Administrative Agent may assume that the
  Required Payment has been made and may, in reliance upon such assumption
  (but shall not be required to), make the amount thereof available to the
  intended recipient(s) on such date and, if such Lender or the Company on
  behalf of an Obligor (as the case may be) has not in fact made the
  Required Payment to the Administrative Agent, the recipient(s) of such
  payment shall, on demand, repay to the Administrative Agent the amount so
  made available together with interest thereon in respect of each day
  during the period commencing on the date such amount was so made available
  by the Administrative Agent until but excluding the date the
  Administrative Agent recovers such amount at a rate per annum which, for
  any Lender as recipient, will be equal to the Federal Funds Rate, and for
  an Obligor as recipient, will be equal to the Post-Default Rate.
  
      Section 4.05  Sharing of Payments, Etc.  If after an Event of Default
  and during its continuance any Lender shall obtain payment of any
  principal of or interest on any Loan made by it to an Obligor under this
  Agreement through whatever means other than an assignment pursuant to
  Section 12.06(b), and, as a result of such payment, such Lender shall have
  received a greater percentage of the principal or interest then due
  hereunder by such Obligor to such Lender than the percentage received by
  any other Lenders, it shall promptly (i) notify the Administrative Agent
  and each other Lender thereof and (ii) purchase from such other Lenders
  participations in (or, if and to the extent specified by such Lender,
  direct interests in) the Loans made by such other Lenders (or in interest
  due thereon, as the case may be) in such amounts, and make such other
  adjustments from time to time as shall be equitable, to the end that all
  the Lenders shall share the benefit of such excess payment (net of any
  expenses which may be incurred by such Lender in obtaining or preserving
  such excess payment) pro rata in accordance with
  
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  <PAGE>
   
  the unpaid principal and/or interest on the Loans to such Obligor held by
  each of the Lenders.  To such end all the Lenders shall make appropriate
  adjustments among themselves (by the resale of participations sold or
  otherwise) if such payment is rescinded or must otherwise be restored.
  
      Section 4.06  Taxes.
  
      (a) Payments Free and Clear.  Any and all payments by an Obligor
  hereunder shall be made, in accordance with Section 4.01, free and clear
  of and without deduction for any and all present or future taxes, levies,
  imposts, deductions, charges or withholdings, and all liabilities with
  respect thereto, excluding, in the case of each Lender and the
  Administrative Agent, taxes imposed on its income, and franchise or
  similar taxes imposed on it, by (i) any jurisdiction (or political
  subdivision thereof) of which the Administrative Agent or such Lender, as
  the case may be, is a citizen or resident or in which such Lender has an
  Applicable Lending Office, (ii) the jurisdiction (or any political
  subdivision thereof) in which the Administrative Agent or such Lender is
  organized, or (iii) any jurisdiction (or political subdivision thereof) in
  which such Lender or the Administrative Agent is presently doing business
  which taxes are imposed solely as a result of doing business in such
  jurisdiction (all such non-excluded taxes, levies, imposts, deductions,
  charges, withholdings and liabilities being hereinafter referred to as
  "Taxes").  If an Obligor shall be required by law to deduct any Taxes from
  or in respect of any sum payable hereunder to the Lenders or the
  Administrative Agent (i) the sum payable shall be increased by the amount
  necessary so that after making all required deductions (including
  deductions applicable to additional sums payable under this Section 4.06)
  such Lender or the Administrative Agent (as the case may be) shall receive
  an amount equal to the sum it would have received had no such deductions
  been made, (ii) such Obligor shall make such deductions and (iii) such
  Obligor shall pay the full amount deducted to the relevant taxing
  authority or other Governmental Authority in accordance with applicable
  law.
  
      (b) Other Taxes.  In addition, to the fullest extent permitted by
  applicable law, each Obligor agrees to pay any present or future stamp or
  documentary taxes or any other excise or property taxes, charges or
  similar levies that arise from any payment made hereunder or from the
  execution, delivery or registration of, or otherwise with respect to, this
  Agreement, any Assignment or any other Loan Document (hereinafter referred
  to as "Other Taxes").
  
      (c) INDEMNIFICATION.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
  LAW, EACH OBLIGOR WILL INDEMNIFY EACH LENDER AND THE AGENTS FOR THE FULL
  AMOUNT OF TAXES AND OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY TAXES
  OR OTHER TAXES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE
  UNDER THIS SECTION 4.06) PAID BY SUCH LENDER OR ANY AGENT (ON THEIR BEHALF
  OR ON BEHALF OF ANY LENDER), AS THE CASE MAY BE, AND ANY LIABILITY
  (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH
  RESPECT
  
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  <PAGE>
   
   THERETO, WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR
  LEGALLY ASSERTED UNLESS THE PAYMENT OF SUCH TAXES WAS NOT CORRECTLY OR
  LEGALLY ASSERTED AND SUCH LENDER'S PAYMENT OF SUCH TAXES OR OTHER TAXES
  WAS THE RESULT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  ANY PAYMENT
  PURSUANT TO SUCH INDEMNIFICATION SHALL BE MADE WITHIN THIRTY (30) DAYS
  AFTER THE DATE ANY LENDER OR ANY AGENT, AS THE CASE MAY BE, MAKES WRITTEN
  DEMAND THEREFOR.  IF ANY LENDER OR ANY AGENT RECEIVES A REFUND OR CREDIT
  IN RESPECT OF ANY TAXES OR OTHER TAXES FOR WHICH SUCH LENDER OR SUCH AGENT
  HAS RECEIVED PAYMENT FROM AN OBLIGOR IT SHALL PROMPTLY NOTIFY THE COMPANY
  ON BEHALF OF SUCH OBLIGOR OF SUCH REFUND OR CREDIT AND SHALL, IF NO
  DEFAULT HAS OCCURRED AND IS CONTINUING, WITHIN THIRTY (30) DAYS AFTER
  RECEIPT OF A REQUEST BY THE COMPANY ON BEHALF OF SUCH OBLIGOR (OR PROMPTLY
  UPON RECEIPT, IF THE COMPANY ON BEHALF OF SUCH OBLIGOR HAS REQUESTED
  APPLICATION FOR SUCH REFUND OR CREDIT PURSUANT HERETO), PAY AN AMOUNT
  EQUAL TO SUCH REFUND OR CREDIT TO THE COMPANY ON BEHALF OF SUCH OBLIGOR
  WITHOUT INTEREST (BUT WITH ANY INTEREST SO REFUNDED OR CREDITED), PROVIDED
  THAT SUCH OBLIGOR, UPON THE REQUEST OF SUCH LENDER OR SUCH AGENT, AGREES
  TO RETURN SUCH REFUND OR CREDIT (PLUS PENALTIES, INTEREST OR OTHER
  CHARGES) TO SUCH LENDER OR SUCH AGENT IN THE EVENT SUCH LENDER OR SUCH
  AGENT IS REQUIRED TO REPAY SUCH REFUND OR CREDIT.
  
      (d)  Lender Representations.
  
     (i) Each Lender represents that it is either (i) a corporation
  organized under the laws of the United States of America or any state
  thereof or (ii) it is entitled to complete exemption from United States
  withholding tax imposed on or with respect to any payments, including
  fees, to be made to it pursuant to this Agreement (A) under an applicable
  provision of a tax convention to which the United States of America is a
  party or (B) because it is acting through a branch, agency or office in
  the United States of America and any payment to be received by it
  hereunder is effectively connected with a trade or business in the United
  States of America.  Each Lender that is not a corporation organized under
  the laws of the United States of America or any state thereof agrees to
  provide to the Company and the Administrative Agent on the Closing Date,
  or on the date of its delivery of the Assignment pursuant to which it
  becomes a Lender, and at such other times as required by United States law
  or as the Company or the Administrative Agent shall reasonably request,
  two accurate and complete original signed copies of either (A) Internal
  Revenue Service Form 4224 (or successor form) certifying that all payments
  to be made to it hereunder will be effectively connected to a United
  States trade or business (the "Form 4224 Certification") or (B) Internal
  Revenue Service Form 1001 (or successor form) certifying that it is
  entitled to the benefit of a provision of a tax convention to which the
  United States of America is a party which completely exempts from United
  States withholding tax all payments to be made to it hereunder (the "Form
  1001
  
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  <PAGE>
   
      Certification").  In addition, each Lender agrees that if it
  previously filed a Form 4224 Certification, it will deliver to the Company
  and the Administrative Agent a new Form 4224 Certification prior to the
  first payment date occurring in each of its subsequent taxable years; and
  if it previously filed a Form 1001 Certification, it will deliver to the
  Company and the Administrative Agent a new certification prior to the
  first payment date falling in the third year following the previous filing
  of such certification.  Each Lender also agrees to deliver to the Company
  and the Administrative Agent such other or supplemental forms as may at
  any time be required as a result of changes in applicable law or
  regulation in order to confirm or maintain in effect its entitlement to
  exemption from United States withholding tax on any payments hereunder,
  provided that the circumstances of such Lender at the relevant time and
  applicable laws permit it to do so.  If a Lender determines, as a result
  of any change in either (i) a Governmental Requirement or (ii) its
  circumstances, that it is unable to submit any form or certificate that it
  is obligated to submit pursuant to this Section 4.06, or that it is
  required to withdraw or cancel any such form or certificate previously
  submitted, it shall promptly notify the Company and the Administrative
  Agent of such fact.  If a Lender is organized under the laws of a
  jurisdiction outside the United States of America, unless the Company and
  the Administrative Agent have received a Form 1001 Certification or Form
  4224 Certification satisfactory to them indicating that all payments to be
  made to such Lender hereunder are not subject to United States withholding
  tax, the Company on behalf of each Obligor shall withhold taxes from such
  payments at the applicable statutory rate. Each Lender agrees to indemnify
  and hold harmless from any United States taxes, penalties, interest and
  other expenses, costs and losses incurred or payable by (i) the
  Administrative Agent as a result of such Lender's failure to submit any
  form or certificate that it is required to provide pursuant to this
  Section 4.06 or (ii) the Company or the Administrative Agent as a result
  of their reliance on any such form or certificate which such Lender has
  provided to them pursuant to this Section 4.06.
  
     (ii) For any period with respect to which a Lender required to do so
  has failed to provide the Company with the form required pursuant to this
  Section 4.06, if any (other than if such failure is due to a change in a
  Governmental Requirement occurring subsequent to the date on which a form
  originally was required to be provided), such Lender shall not be entitled
  to indemnification under Section 4.06 with respect to taxes imposed by the
  United States which taxes would not have been imposed but for such failure
  to provide such forms; provided, however, that should a Lender, which is
  otherwise exempt from or subject to a reduced rate of withholding tax,
  becomes subject to taxes because of its failure to deliver a form required
  hereunder, the Company on behalf of each Obligor shall take such steps as
  such Lender shall reasonably request to assist such Lender to recover such
  taxes.
  
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  <PAGE>
   
   (iii) Any Lender claiming any additional amounts payable pursuant to this
  Section 4.06 shall use reasonable efforts (consistent with legal and
  regulatory restrictions) to file any certificate or document requested by
  the Company or the Administrative Agent or to change the jurisdiction of
  its Applicable Lending Office or to contest any tax imposed if the making
  of such a filing or change or contesting such tax would avoid the need for
  or reduce the amount of any such additional amounts that may thereafter
  accrue and would not, in the sole determination of such Lender, be
  otherwise disadvantageous to such Lender.
  
  
   ARTICLE V
  
     CAPITAL ADEQUACY, ADDITIONAL COSTS, ETC.
  
      Section 5.01  Additional Costs.
  
      (a) Regulatory Changes.  In the event of any introduction of and/or
  any change in any applicable law, rule, regulation (including Regulation
  D), official interpretation thereof or official directive after the date
  of this Agreement (whether or not having the force of law) which will
  result in an increase in the cost to any Lender of making or maintaining
  the Loans by reason of reserve or similar requirements, or which will
  result in a reduction of amounts otherwise receivable by any Lender from
  any Obligor of principal, interest or other fees and charges thereunder by
  reason of a tax, levy, impost, fee, charge, withholding or similar
  requirements of any kind, or modifies any capital adequacy or similar
  requirement (including, without limitation, a requirement which affects
  any Lender's or its parent's or its holding company's allocation of
  capital resources to its obligations or commitments) and, as a result, the
  cost to such Lender or its parent or holding company of making or
  maintaining amounts available under this Agreement is increased or the
  Lender's or its parent's or holding company's return under this Agreement
  or on all or any of its capital is reduced, the Obligors will pay to the
  Administrative Agent for such Lender upon notice as provided in Section
  5.01(b) an amount equal to such actual increased cost or reduction of
  yield allocable to this facility.
  
      (b) Compensation Procedure.  Any Lender notifying the Company of the
  incurrence of additional costs under this Section 5.01 shall in such
  notice to the Company and the Administrative Agent set forth in reasonable
  detail the basis and amount of its request for compensation. 
  Determinations and allocations by each Lender for purposes of this Section
  5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) on
  its costs or rate of return of maintaining Loans or its obligation to make
  Loans, or on amounts receivable by it in respect of Loans, and of the
  amounts required to compensate such Lender under this Section 5.01, shall
  be conclusive and binding for all purposes, provided that such
  determinations and
  
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  <PAGE>
   
   allocations are made on a reasonable basis.  Any request for additional
  compensation under this Section 5.01 shall be paid by each Obligor to the
  Administrative Agent for the applicable Lender within thirty (30) days of
  the receipt by the Company of the notice described in this Section
  5.01(b).
  
      Section 5.02  Limitation on Eurodollar Loans.  Anything herein to the
  contrary notwithstanding, if, on or prior to the determination of any
  Eurodollar Rate for any Interest Period:
  
      (i) the Administrative Agent determines (which determination shall be
  conclusive, absent manifest error) that quotations of interest rates for
  the relevant deposits referred to in the definition of "Eurodollar Rate"
  in Section 1.02 are not being provided in the relevant amounts or for the
  relevant maturities for purposes of determining rates of interest for
  Eurodollar Loans as provided herein; or
  
      (ii) the Administrative Agent determines (which determination shall be
  conclusive, absent manifest error) that the relevant rates of interest
  referred to in the definition of "Eurodollar Rate" in Section 1.02 upon
  the basis of which the rate of interest for Eurodollar Loans for such
  Interest Period is to be determined are not sufficient to adequately cover
  the cost to the Lenders of making or maintaining Eurodollar Loans;
  
  then the Administrative Agent shall give the Company prompt notice
  thereof, and so long as such condition remains in effect, the Lenders
  shall be under no obligation to make additional Eurodollar Loans or
  continue or convert into Eurodollar Loans.
  
      Section 5.03  Illegality.  Notwithstanding any other provision of this
  Agreement, in the event that it becomes unlawful or legally restricted for
  any Lender or its Applicable Lending Office to honor its obligation to
  make or maintain, continue or convert into Eurodollar Loans or Fixed Rate
  Loans hereunder, then such Lender shall promptly notify the Company
  thereof and such Lender's obligation to make, continue or convert into
  Eurodollar Loans or Fixed Rate Loans shall be suspended until such time as
  such Lender may again make and maintain, continue or convert into
  Eurodollar Loans or Fixed Rate Loans (in which case the provisions of
  Section 5.04 shall be applicable).
  
      Section 5.04  Base Rate Loans Pursuant to Sections 5.02 and 5.03.  If
  the obligation of any Lender to make, continue or convert into Eurodollar
  Loans or Fixed Rate Loans shall be suspended pursuant to Sections 5.02 or
  5.03 ("Affected Loans"), all Affected Loans which would otherwise be made
  by such Lender shall be made instead as Base Rate Loans (and, if an event
  referred to in Section 5.03 has occurred and such Lender so requests by
  notice to the Administrative Agent and the Company, all Affected Loans of
  such Lender then outstanding shall be automatically converted into Base
  Rate Loans on the date specified by such Lender in such notice) and, to
  the extent that Affected Loans are so made as (or converted into) Base
  Rate Loans, all payments of principal which would
  
      31
  <PAGE>
   
  otherwise be applied to such Lender's Affected Loans shall be applied
  instead to its Base Rate Loans.
  
      Section 5.05  Compensation.  Each Obligor shall pay to the
  Administrative Agent for each Lender within thirty (30) days of receipt of
  written request of such Lender to the Administrative Agent and the Company
  (which request shall set forth, in reasonable detail, the basis for
  requesting such amounts and which shall be conclusive and binding for all
  purposes provided that such determinations are made on a reasonable
  basis), such amount or amounts as shall compensate it for any loss, cost,
  expense or liability which such Lender determines are attributable to:
  
      (i) any payment, prepayment or conversion of a Eurodollar Loan or
  Fixed Rate Loan properly made by such Lender or such Obligor for any
  reason (including, without limitation, the acceleration of the Loans
  pursuant to Section 10.01) on a date other than the last day of the
  Interest Period for such Loan; or
  
      (ii) any failure by such Obligor for any reason (including but not
  limited to, the failure of any of the conditions precedent specified in
  Article VI to be satisfied) to borrow, continue or convert into a
  Eurodollar Loan that is a Committed Loan or to borrow a Competitive Loan
  from such Lender on the date for such Borrowing, continuation or
  conversion specified in the relevant notice given pursuant to Section 2.02
  or Section 2.09.
  
  
   ARTICLE VI
  
   CONDITIONS PRECEDENT
  
      Section 6.01  Initial Funding.
  
      The obligation of the Lenders to make the Initial Funding is subject
  to the receipt by the Administrative Agent and the Lenders of all fees
  payable pursuant to Section 2.04 on or before the Closing Date and the
  receipt by the Administrative Agent of the following documents and
  satisfaction of the other conditions provided in this Section 6.01:
  
      (a) A certificate of the Secretary or an Assistant Secretary of the
  Company setting forth (i) resolutions of its board of directors with
  respect to the authorization of the Company to execute and deliver the
  Loan Documents to which it is a party and to enter into the transactions
  contemplated in those documents, (ii) the officers of the Company (y) who
  are authorized to sign the Loan Documents to which the Company is a party
  and (z) who will, until replaced by another officer or officers duly
  authorized for that purpose, act as its representative for the purposes of
  signing documents and giving notices and other communications in
  connection with this Agreement and the transactions contemplated hereby,
  (iii) specimen signatures of
  
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  <PAGE>
   
   the authorized officers, and (iv) the articles or certificate of
  incorporation and bylaws of the Company, certified as being true and
  complete.  The Administrative Agent and the Lenders may conclusively rely
  on such certificate until the Administrative Agent receives notice in
  writing from the Company to the contrary.
  
      (b) Certificates of the appropriate state agencies with respect to the
  existence, qualification and good standing of the Company in the State of
  Texas.
  
      (c) A compliance certificate which shall be substantially in the form
  of Exhibit H, duly and properly executed by a Responsible Officer and
  dated as of the date of the Initial Funding.
  
      (d) The Notes of the Company, duly completed and executed.
  
      (e) The Parent Guaranty Agreement, duly completed and executed.
  
      (f) An opinion of W. T. Satterwhite, counsel to the Company,
  substantially in the form of Exhibit I hereto.
  
      (g) A certificate of insurance for the Company and its Subsidiaries.
  
     Section 6.02  Initial and Subsequent Loans.  The obligation of the
  Lenders to make Loans to any Obligor upon the occasion of each Borrowing
  hereunder (including the Initial Funding) is subject to the further
  conditions precedent that, as of the date of such Borrowing and after
  giving effect thereto:  (i) no Default shall have occurred and be
  continuing and (ii) the representations and warranties made by the Company
  in Article VII and by each Designated Subsidiary in its respective Notice
  of Designation of a Designated Subsidiary shall be true on and as of the
  date of the making of such Borrowing with the same force and effect as if
  made on and as of such date and following such new Borrowing, except to
  the extent such representations and warranties are expressly limited to an
  earlier date or the Majority Lenders have expressly consented in writing
  to the contrary.  Each request for a borrowing by the Company hereunder
  shall constitute a certification by the Company to the effect set forth in
  the preceding sentence (both as of the date of such notice and, unless the
  Company otherwise notifies the Administrative Agent prior to the date of
  and immediately following such Borrowing as of the date thereof).
  
      Section 6.03  Loans to Designated Subsidiaries.  The obligation of the
  Lenders to make Loans to a Designated Subsidiary is subject to receipt by
  the Administrative Agent of the following documents and satisfaction of
  the conditions set forth in this Section 6.03 as well as the conditions
  set forth in Sections 6.01 and 6.02, each of which shall be satisfactory
  to the Administrative Agent in form and substance:
  
      (a) A Notice of Designation of Designated Subsidiary executed by the
  Company and such Designated Subsidiary.
  
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  <PAGE>
   
      (b) A certificate of the Secretary or an Assistant Secretary of such
  Designated Subsidiary setting forth (i) resolutions of its board of
  directors with respect to the authorization of such Subsidiary to execute
  and deliver the Loan Documents to which it is a party and to enter into
  the transactions contemplated in those documents, (ii) the officers of
  such Subsidiary (y) who are authorized to sign the Loan Documents to which
  such Subsidiary is a party and (z) who will, until replaced by another
  officer or officers duly authorized for that purpose, act as its
  representative for the purposes of signing documents and giving notices
  and other communications in connection with this Agreement and the
  transactions contemplated hereby, (iii) specimen signatures of the
  authorized officers, and (iv) the articles or certificate of incorporation
  and bylaws of such Subsidiary, certified as being true and complete.  The
  Agents and the Lenders may conclusively rely on such certificate until the
  Administrative Agent receives notice in writing from the Company to the
  contrary.
  
      (c) The Notes of such Designated Subsidiary, duly completed and
  executed.
  
      (d) An opinion of counsel to such Designated Subsidiary, substantially
  in the form of Exhibit J.
  
      (e) Such Designated Subsidiary shall be a Subsidiary.
  
      (f) The most recent unaudited balance sheet of such Designated
  Subsidiary certified by a Responsible Officer.
  
      (g) Such other documents as the Administrative Agent may reasonably
  request.
  
   ARTICLE VII
  
    REPRESENTATIONS AND WARRANTIES
  
   The Company represents and warrants to the Administrative Agent and the
  Lenders that (each representation and warranty herein is given as of the
  Closing Date and shall be deemed repeated and reaffirmed on the dates of
  each Borrowing as provided in Section 6.02):
  
      Section 7.01  Corporate Existence.  Each of the Company and each
  Designated Subsidiary and each Subsidiary Guarantor:  (i) is a corporation
  duly organized, legally existing and in good standing under the laws of
  the jurisdiction of its incorporation; (ii) has all requisite corporate
  power, and has all material governmental licenses, authorizations,
  consents and approvals necessary to own its assets and carry on its
  business as now being or as proposed to be conducted; and (iii) is
  qualified to do business in all
  
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  <PAGE>
   
  jurisdictions in which the nature of the business conducted by it makes
  such qualification necessary and where failure so to qualify would have a
  Material Adverse Effect.
  
      Section 7.02  Financial Condition.  The audited balance sheet of the
  Company as at December 31, 1994 and the related statements of operations,
  cash flows and changes in partners' capital and common shareholders'
  equity of the Company and its predecessor for each of the three years in
  the period ended on said date, with the opinion thereon of Deloitte &
  Touche LLP heretofore furnished to each of the Lenders, are complete and
  correct and fairly present the financial condition of the Company as at
  said date and the results of operations and cash flows of the Company and
  its predecessor for the stated periods then ended, all in accordance with
  GAAP.  Neither the Company nor any Subsidiary has on the Closing Date any
  material Debt, contingent liabilities, liabilities for taxes, unusual
  forward or long-term commitments or unrealized or anticipated losses from
  any unfavorable commitments, except as referred to or reflected or
  provided for in the Financial Statements or in Schedule 7.02. Since
  December 31, 1994 to the Closing Date, there has been no change or event
  having a Material Adverse Effect.  Since the date of the Financial
  Statements to the Closing Date, neither the business nor the Properties of
  the Company or any Subsidiary have been materially and adversely affected
  as a result of any fire, explosion, earthquake, flood, drought, windstorm,
  accident, strike or other labor disturbance, embargo, requisition or
  taking of Property or cancellation of contracts, permits or concessions by
  any Governmental Authority, riot, activities of armed forces or acts of
  God or of any public enemy.
  
      Section 7.03  Litigation.  As of the Closing Date, except as disclosed
  to the Lenders in Schedule 7.03, there is no litigation, legal,
  administrative or arbitral proceeding, investigation or other action of
  any nature pending or, to the knowledge of the Company threatened against
  or affecting the Company or any Subsidiary which involves the possibility
  of any judgment or liability against the Company or any Subsidiary not
  fully covered by insurance (except for normal deductibles), and which
  would have a Material Adverse Effect.
  
      Section 7.04  No Breach.  Neither the execution and delivery of the
  Loan Documents, nor compliance with the terms and provisions hereof will
  conflict with or result in a breach of, or require any consent which has
  not been obtained as of the Closing Date under, the respective charter or
  by-laws of the Company or any Subsidiary, or any Governmental Requirement
  or any agreement or instrument for borrowed money to which the Company or
  any Subsidiary is a party or by which it is bound or to which it or its
  Properties are subject, or constitute a default under any such agreement
  or instrument, or result in the creation or imposition of any Lien upon
  any of the revenues or assets of the Company or any Subsidiary pursuant to
  the terms of any such agreement or instrument other than the Liens created
  by the Loan Documents.
  
      Section 7.05  Authority.  The Company and each Subsidiary have all
  necessary corporate power and authority to execute, deliver and perform
  its obligations under the Loan Documents to which it is a party; and the
  execution, delivery and performance by the
  
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  <PAGE>
   
  Company and each Subsidiary of the Loan Documents to which it is a party,
  have been duly authorized by all necessary corporate action on its part;
  and the Loan Documents constitute the legal, valid and binding obligations
  of the Company and each Subsidiary, enforceable in accordance with their
  terms, except to the extent that enforcement may be limited by bankruptcy,
  insolvency or similar laws affecting the enforcement of creditor's rights
  generally.
  
      Section 7.06  Approvals.  No authorizations, approvals or consents of,
  and no filings or registrations with, any Governmental Authority are
  necessary for the execution, delivery or performance by the Company or any
  Subsidiary of the Loan Documents or for the validity or enforceability
  thereof.
  
      Section 7.07  Use of Loans.  The proceeds of the Loans shall be used
  for acquisition funding, working capital or general corporate purposes of
  the Company.  Neither the Company nor any Designated Subsidiary is engaged
  principally, or as one of its important activities, in the business of
  extending credit for the purpose, whether immediate, incidental or
  ultimate, of buying or carrying margin stock (within the meaning of
  Regulation G, U or X of the Board of Governors of the Federal Reserve
  System).  Following application of the proceeds of each Borrowing, not
  more than 25 percent of the value of the assets (either of each Obligor
  only or of the Company and its Subsidiaries on a consolidated basis),
  which are subject to any arrangement with the Administrative Agent or any
  Lender (herein or otherwise) whereby the Company's or any Subsidiary's
  right or ability to sell, pledge or otherwise dispose of assets is in any
  way restricted, will be margin stock (within the meaning of Regulation U
  of the Board of Governors of the Federal Reserve System).
  
      Section 7.08  ERISA.  As of the Closing Date, except as would not have
  a Material Adverse Effect:
  
      (a)  The Company, the Subsidiaries and each ERISA Affiliate have
  complied in all material respects with ERISA and, where applicable, the
  Code regarding each Plan.
  
      (b) No act, omission or transaction has occurred which could result in
  imposition on the Company, any Subsidiary or any ERISA Affiliate (whether
  directly or indirectly) of (i) either a material civil penalty assessed
  pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax
  imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of
  fiduciary duty liability damages under section 409 of ERISA.
  
      (c) No liability to the PBGC (other than for the payment of current
  premiums which are not past due) by the Company, any Subsidiary or any
  ERISA Affiliate has been or is expected by the Company, any Subsidiary or
  any ERISA Affiliate to be incurred with respect to any Plan.  No ERISA
  Event with respect to any Plan has occurred which could result in a
  liability of the Company, any Subsidiary or any ERISA Affiliate.
  
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  <PAGE>
   
     (d) Full payment when due has been made of all amounts which the
  Company, the Subsidiaries or any ERISA Affiliate is required under the
  terms of each Plan or applicable law to have paid as contributions to such
  Plan as of the date hereof, and no accumulated funding deficiency (as
  defined in section 302 of ERISA and section 412 of the Code), whether or
  not waived, exists with respect to any Benefit Plan.
  
      (e) The actuarial present value of the benefit liabilities under each
  Benefit Plan which is subject to Title IV of ERISA does not, as of the end
  of the Company's most recently ended fiscal year, exceed the current value
  of the assets (computed on a plan termination basis in accordance with
  Title IV of ERISA) of such Benefit Plan allocable to such benefit
  liabilities.  The term "actuarial present value of the benefit
  liabilities" shall have the meaning specified in section 4041 of ERISA.
  
      (f) Neither the Company, the Subsidiaries nor any ERISA Affiliate has
  received any notification (or has knowledge of any reason to expect) that
  any Multiemployer Plan is in reorganization, is insolvent or has been
  terminated, within the meaning of Title IV of ERISA.
  
      (g) Neither the Company, the Subsidiaries nor any ERISA Affiliate is
  required to provide security under section 401(a)(29) of the Code due to
  a Plan amendment that results in an increase in current liability for the
  Plan.
  
      Section 7.09  Taxes.  Except as set out in Schedule 7.09, each of the
  Company and its Subsidiaries has filed all United States Federal income
  tax returns and all other tax returns which are required to be filed by
  them and has paid all material taxes due pursuant to such returns or
  pursuant to any assessment received by the Company or any Subsidiary
  except for any such tax, assessment, charge or levy the payment of which
  is being contested in good faith and by proper proceedings and against
  which adequate reserves are being maintained.  The charges, accruals and
  reserves on the books of the Company and its Subsidiaries in respect of
  taxes and other governmental charges are, in the opinion of the Company,
  adequate.  No tax lien has been filed and, to the knowledge of the
  Company, no claim is being asserted with respect to any such tax, fee or
  other charge.
  
      Section 7.10  Titles, etc.  To the best of the Company's knowledge:
  
      (a) Except as set out in Schedule 7.10, each of the Company and the
  Designated Subsidiaries and Subsidiary Guarantors has good and defensible
  title to its material (individually or in the aggregate) Properties in all
  material respects, free and clear of all Liens except Liens permitted by
  Section 9.02.
  
      (b) All leases and agreements necessary for the conduct of the
  business of the Company and the Designated Subsidiaries and Subsidiary
  Guarantors are valid and subsisting, in full force and effect and there
  exists no default or event or circumstance which with the giving of notice
  or the passage of time or both would
  
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  <PAGE>
   
   give rise to a default under any such lease or leases, which would affect
  in any material respect the conduct of the business of the Company and the
  Designated Subsidiaries and Subsidiary Guarantors.
  
      (c) The rights, properties and other assets presently owned, leased or
  licensed by the Company and the Designated Subsidiaries and Subsidiary
  Guarantors including, without limitation, all easements and rights of way,
  include all rights, Properties and other assets necessary to permit the
  Company and the Designated Subsidiaries and Subsidiary Guarantors to
  conduct their business in all material respects in the same manner as its
  business has been conducted prior to the Closing Date.
  
      Section 7.11  No Material Misstatements.  No information, exhibit or
  report furnished to the Agents or the Lenders by or on behalf of the
  Company or any Subsidiary in connection with the negotiation and
  administration of this Agreement contains any material misstatement of
  fact or omits to state a material fact necessary in order to make the
  statements contained therein not misleading.
  
      Section 7.12  Investment Company Act.  Neither the Company nor any
  Subsidiary is an "investment company" or a company "controlled" by an
  "investment company," within the meaning of the Investment Company Act of
  1940, as amended.
  
      Section 7.13  Public Utility Holding Company Act.  Neither the Company
  nor any Subsidiary is a "holding company," or a "subsidiary company" of a
  "holding company," or an "affiliate" of a "holding company" or of a
  "subsidiary company" of a "holding company," or a "public utility" within
  the meaning of the Public Utility Holding Company Act of 1935, as amended.
  
      Section 7.14  Subsidiaries and Partnerships.  On the Closing Date,
  except as set forth on Schedule 7.14, the Company has no Subsidiaries and
  neither the Company nor any Subsidiary has any interest in any general or
  limited partnerships, but excluding solely tax partnerships and oil and
  gas joint ventures under joint operating agreements.
  
      Section 7.15  Location of Business and Offices.  On the Closing Date,
  the Company's chief executive offices are located at the address stated on
  the signature page of this Agreement.  On the Closing Date, the chief
  executive office of each Subsidiary is located at the addresses stated on
  Schedule 7.14.
  
      Section 7.16  Defaults.
  
      (a) As of the Closing Date, neither the Company nor any Subsidiary is
  in default nor has any event or circumstance occurred which, but for the
  expiration of any applicable grace period or the giving of notice, or
  both, would constitute a default under any agreement or instrument for
  borrowed money to which the
  
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  <PAGE>
   
   Company or any Subsidiary is a party or by which the Company or any
  Subsidiary is bound.
  
      (b) No Default has occurred and is continuing.
  
      Section 7.17  Environmental Matters.  As of the Closing Date except
  (i) as provided in Schedule 7.17 or (ii) as would not have a Material
  Adverse Effect (or with respect to (c), (d) and (e) below, where the
  failure to take such actions would not have a Material Adverse Effect):
  
      (a) Neither any Property of the Company or any Subsidiary nor the
  operations conducted thereon violate any order or requirement of any court
  or Governmental Authority or any Environmental Laws;
  
      (b) Without limitation of clause (a) above, no Property of the Company
  or any Subsidiary nor the operations currently conducted thereon or, to
  the best knowledge of the Company, by any prior owner or operator of such
  Property or operation, are in violation of or subject to any existing,
  pending or threatened action, suit, investigation, inquiry or proceeding
  by or before any court or Governmental Authority or to any remedial
  obligations under Environmental Laws;
  
      (c) All notices, permits, licenses or similar authorizations, if any,
  required to be obtained or filed in connection with the operation or use
  of any and all Property of the Company and each Subsidiary, including
  without limitation past or present treatment, storage, disposal or release
  of a hazardous substance or solid waste into the environment, have been
  duly obtained or filed, and the Company and each Subsidiary are in
  compliance with the terms and conditions of all such notices, permits,
  licenses and similar authorizations;
  
      (d) All hazardous substances, solid waste, and oil and gas exploration
  and production wastes, if any, generated at any and all Property of the
  Company or any Subsidiary have in the past been transported, treated and
  disposed of in accordance with Environmental Laws and so as not to pose an
  imminent and substantial endangerment to public health or welfare or the
  environment, and, to the best knowledge of the Company, all such transport
  carriers and treatment and disposal facilities have been and are operating
  in compliance with Environmental Laws and so as not to pose an imminent
  and substantial endangerment to public health or welfare or the
  environment, and are not the subject of any existing, pending or
  threatened action, investigation or inquiry by any Governmental Authority
  in connection with any Environmental Laws;
  
      (e) The Company has taken all steps reasonably necessary to determine
  and has determined that no hazardous substances, solid waste, or oil and
  gas exploration and production wastes, have been disposed of or otherwise
  released and there has been no threatened release of any hazardous
  substances on or to any
  
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  <PAGE>
   
   Property of the Company or any Subsidiary except in compliance with
  Environmental Laws and so as not to pose an imminent and substantial
  endangerment to public health or welfare or the environment;
  
      (f) To the extent applicable, all Property of the Company and each
  Subsidiary currently satisfies all design, operation, and equipment
  requirements imposed by the OPA or scheduled as of the Closing Date to be
  imposed by OPA during the term of this Agreement, and the Company does not
  have any reason to believe that such Property, to the extent subject to
  OPA, will not be able to maintain compliance with the OPA requirements
  during the term of this Agreement; and
  
      (g) Neither the Company nor any Subsidiary has any known contingent
  liability in connection with any release or threatened release of any oil,
  hazardous substance or solid waste into the environment.
  
      Section 7.18  Compliance with Laws.  As of the Closing Date, neither
  the Company nor any Subsidiary has violated any Governmental Requirement
  or failed to obtain any license, permit, franchise or other governmental
  authorization necessary for the ownership of any of its Properties or the
  conduct of its business, which violation or failure would have (in the
  event such violation or failure were asserted by any Person through
  appropriate action) a Material Adverse Effect.
  
      Section 7.19  Pari Passu.  The Indebtedness ranks and will rank at
  least pari passu in priority with all other senior debt of each Obligor,
  except for secured debt permitted by Section 9.02.
  
  
   ARTICLE VIII
  
   AFFIRMATIVE COVENANTS
  
   The Company covenants and agrees that, so long as any of the Commitments
  are in effect and until payment in full of all Loans hereunder, all
  interest thereon and all other amounts payable by the Obligors hereunder:
  
      Section 8.01  Financial Statements.  The Company shall deliver, or
  shall cause to be delivered, to the Administrative Agent with sufficient
  copies of each for the Lenders:
  
      (a) As soon as available and in any event within one hundred twenty
  (120) days after the end of each fiscal year of the Company, (i) the
  Company's Form 10-K filed with the SEC or (ii) the audited consolidated
  statements of income, shareholders' equity, and cash flows of the Company
  and its Consolidated Subsidiaries for such fiscal year, and the related
  consolidated balance sheet of the Company and its Consolidated
  Subsidiaries as at the end of such fiscal year, and setting forth in each
  case in comparative form the corresponding figures as of the
  
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  <PAGE>
   
   end of and for the preceding fiscal year, and accompanied by the related
  opinion of independent public accountants of recognized national standing
  acceptable to the Administrative Agent which opinion shall state that said
  financial statements fairly present the consolidated financial condition,
  results of operations and cash flows of the Company and its Consolidated
  Subsidiaries as at the end of, and for, such fiscal year and that such
  financial statements have been prepared in accordance with GAAP except for
  such changes in such principles with which the independent public
  accountants shall have concurred and such opinion shall not contain a
  "going concern" or like qualification or exception, and a certificate of
  such accountants stating that, in making the examination necessary for
  their opinion, they obtained no knowledge, except as specifically stated,
  of any Default.
  
      (b) As soon as available and in any event within sixty (60) days after
  the end of each of the first three fiscal quarterly periods of each fiscal
  year of the Company, (i) the Company's Form 10-Q filed with the SEC or
  (ii) unaudited consolidated statements of income, shareholders' equity,
  and cash flows of the Company and its Consolidated Subsidiaries for such
  period and for the period from the beginning of the respective fiscal year
  to the end of such period, and the related consolidated balance sheets as
  at the end of such period, and setting forth in each case in comparative
  form the corresponding figures as of the end of and for the corresponding
  period in the preceding fiscal year, accompanied by the certificate of a
  Responsible Officer, which certificate shall state that said financial
  statements fairly present the consolidated financial condition, results of
  operations and cash flows of the Company and its Consolidated Subsidiaries
  in accordance with GAAP, as at the end of, and for, such period (subject
  to normal year-end adjustments).
  
      (c) Promptly after a Responsible Officer of the Company knows that any
  Default has occurred, a notice of such Default, describing the same in
  reasonable detail and the action the Company proposes to take with respect
  thereto.
  
      (d) Promptly upon its becoming available, each financial statement,
  report, notice or proxy statement sent by the Company to stockholders
  generally and each regular or periodic report and any registration
  statement or prospectus in respect thereof filed by the Company with or
  received by the Company in connection therewith from any securities
  exchange or the SEC or any successor agency, including without limitation,
  Form 10-K's and Form 10-Q's.
  
      (e) As soon as available and in any event within one hundred twenty
  (120) days after the end of the fiscal year of the Company, the unaudited
  balance sheet of each Designated Subsidiary as at the end of the Company's
  fiscal year, certified by a Responsible Officer, which certificate shall
  state that said balance sheet fairly presents the financial condition of
  the respective Designated Subsidiary.
  
  The Company will furnish to the Administrative Agent, with sufficient
  copies for the Lenders, at the time it furnishes each set of financial
  statements pursuant to paragraph (a)
  
      41
  <PAGE>
   
  or (b) above, a certificate substantially in the form of Exhibit H
  executed by a Responsible Officer (i) certifying as to the matters set
  forth therein and stating that no Default has occurred and is continuing
  (or, if any Default has occurred and is continuing, describing the same in
  reasonable detail), (ii) setting forth in reasonable detail the
  computations necessary to determine whether the Company is in compliance
  with Section 9.01 as of the end of the respective fiscal quarter or fiscal
  year and (iii) certifying that the Company is in compliance with Section
  8.08 or will be in compliance within the next 30 days and listing the
  Subsidiaries and Special Entities, if any, that will be executing Guaranty
  Agreements.
  
      Section 8.02  Litigation.  The Company shall promptly give to the
  Administrative Agent, with sufficient copies for the Lenders, notice of
  all legal or arbitral proceedings, and of all proceedings before any
  Governmental Authority affecting the Company or any Subsidiary, except
  proceedings which, if adversely determined, would not have a Material
  Adverse Effect.
  
      Section 8.03  Maintenance, Etc.
  
      (a) The Company shall and shall cause each Subsidiary Guarantor and
  Designated Subsidiary to: preserve and maintain the Company's corporate
  existence and all of its material rights, privileges and franchises; keep
  books of record and account in which full, true and correct entries will
  be made of all dealings or transactions in relation to its business and
  activities; comply with all Governmental Requirements if failure to comply
  with such requirements will have a Material Adverse Effect; pay and
  discharge all taxes, assessments and governmental charges or levies
  imposed on it or on its income or profits or on any of its Property prior
  to the date on which penalties attach thereto, except for any such tax,
  assessment, charge or levy the payment of which is being contested in good
  faith and by proper proceedings and against which adequate reserves are
  being maintained; during the continuance of an Event of Default and upon
  reasonable notice, permit representatives of the Administrative Agent,
  during normal business hours, to examine its books and records, to inspect
  its Properties, and to discuss its business and affairs with its financial
  officers, all to the extent reasonably requested by the Administrative
  Agent and to the extent requested by the President of the Administrative
  Agent, copy and make extracts of its books and records; and keep, or cause
  to be kept, insured by financially sound and reputable insurers all
  Property of a character usually insured by Persons engaged in the same or
  similar business similarly situated against loss or damage of the kinds
  and in the amounts customarily insured against by such Persons and carry
  such other insurance as is usually carried by such Persons including,
  without limitation, pollution liability insurance to the extent reasonably
  available.
  
      (b) Contemporaneously with the delivery of the financial statements
  required by Section 8.01(a) to be delivered for each year, the Company
  will furnish or cause to be furnished to the Administrative Agent a
  certificate of insurance coverage from the insurer in substantially the
  form provided at the closing of this
  
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  <PAGE>
   
   Agreement and, if requested, will furnish the Administrative Agent copies
  of the applicable policies.
  
      Section 8.04  Environmental Matters.
  
      (a)  The Company will and will cause each Subsidiary to establish and
  implement such procedures as may be reasonably necessary to continuously
  determine and assure that any failure of the following does not have a
  Material Adverse Effect: (i) all Property of the Company and its
  Subsidiaries and the operations conducted thereon and other activities of
  the Company and its Subsidiaries are in compliance with and do not violate
  the requirements of any Environmental Laws, (ii) no oil, hazardous
  substances or solid wastes are disposed of or otherwise released on or to
  any Property owned by any such party except in compliance with
  Environmental Laws, (iii) no hazardous substance will be released on or to
  any such Property in a quantity equal to or exceeding that quantity which
  requires reporting pursuant to Section 103 of CERCLA, and (iv) no oil, oil
  and gas exploration and production wastes or hazardous substance is
  released on or to any such Property so as to pose an imminent and
  substantial endangerment to public health or welfare or the environment.
  
      (b)  The Company will promptly notify the Administrative Agent and the
  Lenders in writing of any threatened action, investigation or inquiry by
  any Governmental Authority of which the Company has knowledge in
  connection with any Environmental Laws which may have a Material Adverse
  Effect.
  
      Section 8.05  Further Assurances.  The Company will and will cause
  each Subsidiary to cure promptly any defects in the creation and issuance
  of the Notes and the execution and delivery of the other Loan Documents
  and this Agreement.  The Company at its expense will and will cause each
  Subsidiary to promptly execute and deliver to the Administrative Agent
  upon request all such other documents, agreements and instruments to
  comply with or accomplish the covenants and agreements of the Company or
  any Subsidiary, as the case may be, in the other Loan Documents and this
  Agreement, or to further evidence and more fully describe the collateral
  intended as security for the Notes, or to correct any omissions in the
  other Loan Documents, or to perfect, protect or preserve any Liens created
  pursuant to any of the other Loan Documents, or to make any recordings, to
  file any notices or obtain any consents, all as may be necessary or
  appropriate in connection therewith.
  
      Section 8.06  ERISA Information and Compliance.  The Company will
  promptly furnish and will cause the Subsidiaries and any ERISA Affiliate
  to promptly furnish to the Administrative Agent (i) immediately upon
  becoming aware of the occurrence of any ERISA Event which could result in
  a liability of the Company, any Subsidiary or any ERISA Affiliate having
  a Material Adverse Effect (individually or in the aggregate with respect
  to all ERISA Events), a written notice signed by the President or the
  principal financial officer of the Company, the Subsidiary or the ERISA
  Affiliate, as the case may be,
  
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  <PAGE>
   
  specifying the nature thereof, what action the Company, the Subsidiary or
  the ERISA Affiliate is taking or proposes to take with respect thereto,
  and, when known, any action taken or proposed by the Internal Revenue
  Service, the Department of Labor or the PBGC with respect thereto, (ii)
  promptly after request by the Administrative Agent, a true and correct
  copy of each actuarial report for any Plan and each annual report for any
  Multiemployer Plan, (iii) immediately upon receipt of a notice from a
  Multiemployer Plan regarding the imposition of Withdrawal Liability having
  a Material Adverse Effect, a true and complete copy of such notice, (iv)
  immediately upon becoming aware that a Multiemployer Plan has been
  terminated, that the administrator or plan sponsor of a Multiemployer Plan
  intends to terminate a Multiemployer Plan, or that the PBGC has instituted
  or intends to institute proceedings under section 4042 of ERISA to
  terminate a Multiemployer Plan which occurrence would have a Material
  Adverse Effect, a written notice signed by the President or the principal
  financial officer of the Company, the Subsidiary or the ERISA Affiliate,
  as the case may be, specifying the nature of such occurrence and any other
  information relating thereto requested by the Administrative Agent, and
  (v) immediately upon receipt thereof, copies of any notice of the PBGC's
  intention to terminate or to have a trustee appointed to administer any
  Benefit Plan which occurrence would have a Material Adverse Effect.
  
      Section 8.07  Lease Payments.  The Company will cause its obligations
  to Enserch Exploration Holdings, Inc. to be subordinated to the
  Indebtedness on terms substantially similar to the terms set forth on
  Exhibit M or on terms and subject to documentation satisfactory to the
  Administrative Agent.
  
      Section 8.08  Subsidiary Guaranty Agreements.  The Company will cause
  each of its Subsidiaries and Special Entities to execute a Subsidiary
  Guaranty Agreement, except for such Subsidiaries and Special Entities that
  in the aggregate do not have assets at book value in excess of 15% of the
  total consolidated assets at book value of the Company.  The Company shall
  have 30 days from the date of delivery of each Compliance Certificate to
  comply with this covenant.  At the time that a Subsidiary or Special
  Entity executes and delivers a Subsidiary Guaranty Agreement to the
  Administrative Agent it shall also deliver to the Administrative Agent the
  following in form and substance acceptable to the Administrative Agent:
  
      (a)  A certificate of the Secretary or an Assistant Secretary of each
  Subsidiary Guarantor setting forth (i) resolutions of its board of
  directors or appropriate Persons with respect to the authorization of such
  Subsidiary Guarantor to execute and deliver the Loan Documents to which it
  is a party and to enter into the transactions contemplated in those
  documents, (ii) the officers of such Subsidiary Guarantor (y) who are
  authorized to sign the Loan Documents to which such Subsidiary Guarantor
  is a party and (z) who will, until replaced by another officer or officers
  duly authorized for that purpose, act as its representative for the
  purposes of signing documents and giving notices and other communications
  in connection with this Agreement and the transactions contemplated
  hereby, (iii) specimen signatures of the authorized officers, and (iv) the
  articles or certificate of
  
      44
  <PAGE>
   
   incorporation and bylaws or appropriate document of governance of such
  Subsidiary Guarantor, certified as being true and complete.  The Agents
  and the Lenders may conclusively rely on such certificate until they
  receive notice in writing from the Company to the contrary.
  
      (b)  An opinion of counsel to the Subsidiary Guarantor, substantially
  in the form of Exhibit N.
  
  
   ARTICLE IX
  
    NEGATIVE COVENANTS
  
   The Company covenants and agrees that, so long as any of the Commitments
  are in effect and until payment in full of Loans hereunder and all
  interest thereon without the prior written consent of the Majority
  Lenders:
  
      Section 9.01  Debt to Capital Ratio.  The Company will not permit its
  ratio ("Debt to Capital Ratio") expressed as a percentage of (i) Debt of
  the Company and its Consolidated Subsidiaries on a consolidated basis
  ("Consolidated Debt") to (ii) the sum of Consolidated Debt plus Net Worth
  to exceed 60% at any time; provided that in no event will Consolidated
  Debt ever exceed $750,000,000.
  
      Section 9.02  Liens.  Except as expressly permitted in this Section
  9.02, the Company will not at any time, directly or indirectly, create,
  assume or suffer to exist, and will not cause, suffer or permit any
  Designated Subsidiary or Subsidiary Guarantor as long as it remains a
  Designated Subsidiary or Subsidiary Guarantor, directly or indirectly, to
  create, assume or suffer to exist, except in favor of the Company, any
  Lien upon any of its Properties (now owned or hereafter acquired), without
  making effective provision (and the Company covenants that in any such
  case it will make or cause to be made effective provision) whereby the
  Indebtedness and any other Debt of the Company or any Designated
  Subsidiary or Subsidiary Guarantor then entitled thereto shall be secured
  by such Lien equally and ratably with any and all other obligations and
  indebtedness thereby secured, so long as any such other obligations or
  indebtedness shall be so secured.  Nothing in this Agreement shall be
  construed to prevent the Company or any Designated Subsidiary or
  Subsidiary Guarantor without so securing the amounts outstanding
  hereunder, from creating, assuming or suffering to exist the following
  Liens, to which the provisions of this paragraph shall not be applicable:
  
      (a) Liens upon any Property presently owned or hereafter acquired,
  created at the time of acquisition to secure a portion of the purchase
  price thereof, or existing thereon at the date of acquisition, whether or
  not assumed by the Company or one of its Designated Subsidiaries or
  Subsidiary Guarantors, provided that every such Lien shall apply only to
  the Property so acquired and fixed improvements thereon;
  
      45
  <PAGE>
   
      (b) any extension, renewal, or refunding of any Lien permitted by
  Section 9.02(a), if limited to the same Property subject to, and securing
  not more than the amount secured by, the Lien extended, renewed or
  refunded;
  
      (c) the pledge of current assets in the ordinary course of business,
  to secure current liabilities;
  
      (d) Liens upon (i) Property, to secure obligations to pay all or a
  part of the purchase price of such Property only out of or measured by the
  production, or the proceeds of such production, from such Property of oil
  or gas or products or by-products thereof, or (ii) the production from
  Property of oil or gas or products or by-products thereof, or the proceeds
  of such production, to secure obligations to pay all or a part of the
  expenses of exploration, drilling or development of such Property only out
  of such production or the proceeds of such production;
  
      (e) mechanics' or materialmen's liens, good faith deposits in
  connection with tenders, leases of real estate, bids or contracts (other
  than contracts for the payment of money), deposits to secure public or
  statutory obligations, deposits to secure, or in lieu of, surety, stay or
  appeal bonds, and deposits as security for the payment of taxes or
  assessments or similar charges, Liens given in connection with bid or
  completion bonds; provided that such obligations secured are not yet due
  or are being contested in good faith by appropriate action and against
  which an adequate reserve has been established;
  
      (f) any Lien arising by reason of deposits with, or the giving of any
  form of security to, any governmental agency or any body created or
  approved by law or governmental regulation for any purposes at any time as
  required by law or governmental regulation as a condition to the
  transaction of any business or the exercise of any privilege or license,
  or to enable the Company or a Subsidiary to maintain self-insurance or to
  participate in any funds established to cover any insurance risks or in
  connection with workmen's compensation, unemployment insurance, old age
  pensions or other social security, or to share in the privileges or
  benefits required for companies participating in such arrangements;
  provided that such obligations secured are not yet due or are being
  contested in good faith by appropriate action and against which an
  adequate reserve has been established;
  
      (g) the pledge or assignment of accounts receivable, including
  customers' installment paper, to banks or others made in the ordinary
  course of business (including to or by a Subsidiary which is principally
  engaged in the business of financing the business of the Company and its
  Subsidiaries);
  
      (h) the Liens of taxes or assessments for the then current year or not
  at the time due, or the Liens of taxes or assessments already due but the
  validity of which is being contested in good faith by appropriate action
  and against which an adequate reserve has been established;
  
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  <PAGE>
   
      (i) any judgment or Lien against the Company or a Designated
  Subsidiary or Subsidiary Guarantor, so long as the finality of such
  judgment is being contested in good faith by appropriate action and the
  execution thereon is stayed;
  
      (j) assessments or similar encumbrances, the existence of which does
  not impair the value or the use of the Property subject thereto for the
  purposes for which it was acquired;
  
      (k) landlords' liens on fixtures and movable Property located on
  premises leased by the Company or a Designated Subsidiary or Subsidiary
  Guarantor in the ordinary course of business so long as the rent secured
  thereby is not in default;
  
      (l) Liens on the assets of any limited liability company organized
  under a limited liability company act of any state in which a limited
  liability company is treated as a partnership for federal income tax
  purposes; provided that neither the Company nor any Designated Subsidiary
  or Subsidiary Guarantor is liable for the Debt of such limited liability
  company; and
  
      (m) other Liens on any Properties of the Company or any Subsidiary
  with an aggregate value not exceeding 1% of the book value of the total
  assets of the Company on a consolidated basis.
  
      Section 9.03  Investments, Loans and Advances.  So long as any Loans
  are outstanding, neither the Company nor any Subsidiary will make any
  loans or advances to ENSERCH Corporation or any of its subsidiaries (but
  excluding the Company and its Subsidiaries) after the occurrence and
  during the continuance of an Event of Default or in excess of $50,000,000
  in the aggregate outstanding at any one time for greater than a 90 day
  period.
  
      Section 9.04  Dividends, Distributions and Redemptions.  The Company
  will not declare or pay any dividend, purchase, redeem or otherwise
  acquire for value any of its stock now or hereafter outstanding, return
  any capital to its stockholders or make any distribution of its assets to
  its stockholders after the occurrence and during the continuance of an
  Event of Default.
  
      Section 9.05  Nature of Business.  The Company will not allow any
  material change to be made in the character of its business as an
  independent oil and gas exploration and production company.
  
      Section 9.06  Mergers, Etc.  Neither the Company nor any Subsidiary
  will merge into or with or consolidate with any other Person, or sell,
  lease or otherwise dispose of (whether in one transaction or in a series
  of transactions) all or substantially all of its Property or assets to any
  other Person ("Disposition") unless (i) no Default exists or would result
  from such merger or Disposition and (ii) for any merger the Company is the
  survivor, or for any merger or Disposition, if the surviving Person or
  acquiring Person is not the Company, such surviving Person or acquiring
  Person assumes the Indebtedness and all other
  
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  <PAGE>
   
  obligations of the Company under the Loan Documents and is approved by the
  Majority Lenders.
  
      Section 9.07  Proceeds of Notes.  The Company will not permit the
  proceeds of the Notes to be used for any purpose other than those
  permitted by Section 7.07.    Neither the Company nor any Person acting on
  behalf of the Company has taken or will take any action which might cause
  any of the Loan Documents to violate Regulation G, U or X or any other
  regulation of the Board of Governors of the Federal Reserve System or to
  violate Section 7 of the Securities Exchange Act of 1934, as amended, or
  any rule or regulation thereunder, in each case as now in effect or as the
  same may hereafter be in effect.
  
      Section 9.08  ERISA Compliance.  The Company and the Subsidiaries will
  not at any time:
  
      (a) Engage in, or permit any ERISA Affiliate to engage in, any
  transaction in connection with which the Company, a Subsidiary or any
  ERISA Affiliate could be subjected to either a civil penalty assessed
  pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax
  imposed by Chapter 43 of Subtitle D of the Code;
  
      (b) Terminate, or permit any ERISA Affiliate to terminate, any Benefit
  Plan in a manner, or take any other action with respect to any Benefit
  Plan, which could result in any liability of the Company, a Subsidiary or
  any ERISA Affiliate to the PBGC;
  
      (c) Fail to make, or permit any ERISA Affiliate to fail to make, full
  payment when due of all amounts which, under the provisions of any Plan,
  agreement relating thereto or applicable law, the Company, a Subsidiary or
  any ERISA Affiliate is required to pay as contributions thereto;
  
      (d) Permit to exist, or allow any ERISA Affiliate to permit to exist,
  any accumulated funding deficiency within the meaning of section 302 of
  ERISA or section 412 of the Code, whether or not waived, with respect to
  any Benefit Plan;
  
      (e) Permit, or allow any ERISA Affiliate to permit, the actuarial
  present value of the benefit liabilities under any Benefit Plan maintained
  by the Company, a Subsidiary or any ERISA Affiliate which is regulated
  under Title IV of ERISA to exceed the current value of the assets
  (computed on a plan termination basis in accordance with Title IV of
  ERISA) of such Benefit Plan allocable to such benefit liabilities.  The
  term "actuarial present value of the benefit liabilities" shall have the
  meaning specified in section 4041 of ERISA;
  
      (f) Incur, or permit any ERISA Affiliate to incur, a liability to or
  on account of a Plan under sections 4062, 4063, or 4064 of ERISA;
  
      48
  <PAGE>
   
      (g) Amend, or permit any ERISA Affiliate to amend, a Plan resulting in
  an increase in current liability such that the Company, a Subsidiary or
  any ERISA Affiliate is required to provide security to such Plan under
  section 401(a)(29) of the Code; or
  
      (h) Incur or permit Withdrawal Liability and liability in connection
  with a reorganization or termination of a Multiemployer Plan of the
  Company, the Subsidiaries and the ERISA Affiliates;
  
  provided, however, that the transactions, events and occurrences described
  in this Section 9.08 shall be permitted so long as such transactions,
  events and occurrences (individually and in the aggregate) will not result
  in a Material Adverse Effect.
  
      Section 9.09  Environmental Matters.  Neither the Company nor any
  Subsidiary will cause or permit any of its Property to be in violation of,
  or do anything or permit anything to be done which will subject any such
  Property to any remedial obligations under, any Environmental Laws,
  assuming disclosure to the applicable Governmental Authority of all
  relevant facts, conditions and circumstances, if any, pertaining to such
  Property where such violations or remedial obligations would have a
  Material Adverse Effect.
  
      Section 9.10  Transactions with Affiliates.  Neither the Company nor
  any  Designated Subsidiary nor any Subsidiary Guarantor will enter into
  any material transaction, including, without limitation, any purchase,
  sale, lease or exchange of Property including the purchase or sale of oil
  and gas properties and hydrocarbons or the rendering of any service, with
  any Affiliate unless such transactions are in the ordinary course of its
  business and are upon fair and reasonable terms no less favorable to it
  than it would obtain in a comparable arm's length transaction with a
  Person not an Affiliate.
  
      Section 9.11  Restrictive Dividend Agreements.  Neither the Company
  nor any Designated Subsidiary nor any Subsidiary Guarantor will create,
  incur, assume or suffer to exist any financing agreement (other than this
  Agreement and the other Loan Documents) which in any way restricts any
  Designated Subsidiary or Subsidiary Guarantor from paying dividends to the
  Company.
  
   ARTICLE X
  
     EVENTS OF DEFAULT; REMEDIES
  
      Section 10.01  Events of Default.  One or more of the following events
  shall constitute an "Event of Default":
  
      (a) (i) any Obligor shall default in the payment or prepayment of any
  principal on any Loan when due or (ii) any Obligor shall default in the
  payment of any interest on any Loan or any facility fees payable by it
  hereunder and such default, other than a default of a payment or
  prepayment of principal, shall continue
  
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  <PAGE>
   
   unremedied for a period of five (5) days or (iii) any Obligor shall
  default in the payment of any other amount payable by it hereunder or
  under any other Loan Document and such default shall continue unremedied
  for a period of thirty (30) days after notice of such default by the
  Administrative Agent to the Company; or
  
      (b) the Company or any Subsidiary shall default in the payment when
  due of any principal of or interest on any of its other Debt of
  $25,000,000 or more, or any event specified in any note, agreement,
  indenture or other document evidencing or relating to any Debt of
  $25,000,000 or more shall occur if the effect of such event causes, or
  after the giving of any notice or the lapse of time or both, if
  applicable, permits the holder or holders of such Debt (or a trustee or
  agent on behalf of such holder or holders) to cause, such Debt to become
  due prior to its stated maturity; or
  
      (c) any representation, warranty or certification made or deemed made
  herein or in any other Loan Documents by the Company, any Designated
  Subsidiary or any Subsidiary Guarantor, or any certificate furnished to
  any Lender or the Administrative Agent pursuant to the provisions hereof
  or any other Loan Documents, shall prove to have been false or misleading
  as of the time made, deemed made or furnished in any material adverse
  respect; or
  
      (d) the Company shall default in the performance of any of its
  obligations under Article IX; or
  
      (e) the Company shall default in the performance of any of its
  obligations under Article VIII or any other Loan Document or any other
  Article of this Agreement other than under Article IX (other than the
  payment of amounts due which shall be governed by Section 10.01(a)) and
  such default shall continue unremedied for a period of thirty (30) days
  after the earlier to occur of (i) notice thereof to the Company by the
  Administrative Agent or any Lender (through the Administrative Agent), or
  (ii) a Responsible Officer of the Company otherwise becoming aware of such
  default; or
  
      (f) the Company, any Designated Subsidiary or any Subsidiary Guarantor
  shall admit in writing its inability to, or be generally unable to, pay
  its debts as such debts become due; or
  
      (g) the Company, any Designated Subsidiary or any Subsidiary Guarantor
  shall (i) apply for or consent to the appointment of, or the taking of
  possession by, a receiver, custodian, trustee or liquidator of itself or
  of all or a substantial part of its Property, (ii) make a general
  assignment for the benefit of its creditors, (iii) commence a voluntary
  case under the Federal Bankruptcy Code (as now or hereafter in effect),
  (iv) file a petition seeking to take advantage of any other law relating
  to bankruptcy, insolvency, reorganization, winding-up, or composition or
  readjustment of debts, (v) fail to controvert in a timely and appropriate
  manner, or
  
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  <PAGE>
   
   acquiesce in writing to, any petition filed against it in an involuntary
  case under the Federal Bankruptcy Code, or (vi) take any corporate or
  partnership action for the purpose of effecting any of the foregoing; or
  
      (h) a proceeding or case shall be commenced, without the application
  or consent of the Company, any Designated Subsidiary or any Subsidiary
  Guarantor, in any court of competent jurisdiction, seeking (i) its
  liquidation, reorganization, dissolution or winding-up, or the composition
  or readjustment of its debts, (ii) the appointment of a trustee, receiver,
  custodian, liquidator or the like of the Company, any Designated
  Subsidiary or any Subsidiary Guarantor of all or any substantial part of
  its Property, or (iii) similar relief in respect of the Company, any
  Designated Subsidiary or any Subsidiary Guarantor under any law relating
  to bankruptcy, insolvency, reorganization, winding-up, or composition or
  adjustment of debts, and such proceeding or case shall continue
  undismissed, or an order, judgment or decree approving or ordering any of
  the foregoing shall be entered and continue unstayed and in effect, for a
  period of 90 days; or (iv) an order for relief against the Company, any
  Designated Subsidiary or any Subsidiary Guarantor shall be entered in an
  involuntary case under the Federal Bankruptcy Code; or
  
      (i) a judgment or judgments for the payment of money in excess of
  $25,000,000 in the aggregate shall be rendered by a court against the
  Company or any Subsidiary Guarantor or Designated Subsidiaries and the
  same shall not be discharged (or provision shall not be made for such
  discharge), or a stay of execution thereof shall not be procured, within
  thirty (30) days from the date of entry thereof and the Company or such
  Subsidiary shall not, within said period of 30 days, or such longer period
  during which execution of the same shall have been stayed, appeal
  therefrom and cause the execution thereof to be stayed during such appeal;
  or
  
      (j) the Guaranty Agreements after delivery thereof shall for any
  reason, except to the extent permitted by the terms thereof, cease to be
  in full force and effect and valid, binding and enforceable in accordance
  with their terms, except to the extent permitted by the terms of this
  Agreement, or the Company or any Subsidiary Guarantor shall so state in
  writing; or
  
      (k) ENSERCH Corporation shall cease to own, directly or indirectly, at
  least 50% of the outstanding voting stock of the Company.
  
      Section 10.02  Remedies.
  
      (a) In the case of an Event of Default other than one referred to in
  clauses (f), (g), or (h) of Section 10.01, the Administrative Agent may
  and, upon request of the Majority Lenders, shall, by notice to the
  Company, cancel the Commitments and/or declare the principal amount then
  outstanding of, and the accrued interest on, the Loans and all other
  amounts payable by the Company hereunder and under the Notes to be
  forthwith due and payable, whereupon such amounts shall be
  
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  <PAGE>
   
   immediately due and payable without presentment, demand, protest, notice
  of intent to accelerate, notice of acceleration or other formalities of
  any kind, all of which are hereby expressly waived by the Company.
  
      (b) In the case of the occurrence of an Event of Default referred to
  in clauses (f), (g), or (h) of Section 10.01, the Commitments shall be
  automatically cancelled and the principal amount then outstanding of, and
  the accrued interest on, the Loans and all other amounts payable by the
  Company hereunder and under the Notes shall become automatically
  immediately due and payable without presentment, demand, protest, notice
  of intent to accelerate, notice of acceleration or other formalities of
  any kind, all of which are hereby expressly waived by the Company.
  
      (c) All proceeds received after maturity of the Notes, whether by
  acceleration or otherwise shall be applied first to reimbursement of
  expenses and indemnities provided for in this Agreement and the other Loan
  Documents; second to accrued interest on the Notes; third to fees; fourth
  pro rata to principal outstanding on the Notes and other Indebtedness; and
  any excess shall be paid to the Company or as otherwise required by any
  Governmental Requirement.
  
  
   ARTICLE XI
  
      THE ADMINISTRATIVE AGENT
  
      Section 11.01  Appointment, Powers and Immunities.  Each Lender hereby
  irrevocably appoints and authorizes Texas Commerce Bank National
  Association, as the Administrative Agent, and Chemical Bank, as the
  Auction Agent, each to act as its agent hereunder and under the other Loan
  Documents with such powers as are specifically delegated to the
  Administrative Agent and Auction Agent respectively by the terms of this
  Agreement and the other Loan Documents, together with such other powers as
  are reasonably incidental thereto.  The Syndication Agent, in such
  capacity, shall have no duties or responsibilities and shall incur no
  liabilities under the Loan Documents.  Each Agent (which term as used in
  this sentence and in Section 11.05 and the first sentence of Section 11.06
  shall include reference to its Affiliates and its and its Affiliates'
  officers, directors, employees, attorneys, accountants, experts and
  agents): (i) shall have no duties or responsibilities except those
  expressly set forth in this Agreement, and shall not by reason of this
  Agreement be a trustee or fiduciary for any Lender; (ii) makes no
  representation or warranty to any Lender and shall not be responsible to
  the Lenders for any recitals, statements, representations or warranties
  contained in this Agreement, or in any certificate or other document
  referred to or provided for in, or received by any of them under, this
  Agreement, or for the value, validity, effectiveness, genuineness,
  execution, effectiveness, legality, enforceability or sufficiency of this
  Agreement, any Note or any other document referred to or provided for
  herein or for any failure by the Company or any other Person (other than
  such Agent) to perform any of its obligations hereunder or thereunder or
  for the existence, value, perfection or priority of any collateral
  security or the financial or other
  
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  <PAGE>
   
  condition of the Company, its Subsidiaries or any other obligor or
  guarantor; (iii) except pursuant to Section 11.07 shall not be required to
  initiate or conduct any litigation or collection proceedings hereunder;
  and (iv) shall not be responsible for any action taken or omitted to be
  taken by it hereunder or under any other document or instrument referred
  to or provided for herein or in connection herewith including its own
  ordinary negligence, except for its own gross negligence or willful
  misconduct.  The Administrative Agent may employ agents, accountants,
  attorneys and experts and shall not be responsible for the negligence or
  misconduct of any such agents, accountants, attorneys or experts selected
  by it in good faith or any action taken or omitted to be taken in good
  faith by it in accordance with the advice of such agents, accountants,
  attorneys or experts.  Each Agent may deem and treat the payee of any Note
  as the holder thereof for all purposes hereof unless and until a written
  notice of the assignment or transfer thereof permitted hereunder shall
  have been filed with the Administrative Agent.
  
      Section 11.02  Reliance by Agent.  Each Agent shall be entitled to
  rely upon any certification, notice or other communication (including any
  thereof by telephone, telex, telecopier, telegram or cable) believed by it
  to be genuine and correct and to have been signed or sent by or on behalf
  of the proper Person or Persons, and upon advice and statements of legal
  counsel, independent accountants and other experts selected by such Agent.
  
      Section 11.03  Defaults.  No Agent shall be deemed to have knowledge
  of the occurrence of a Default (other than the Administrative Agent's
  notice of the non-payment of principal of or interest on Loans or of
  fees).  In the event that the Administrative Agent receives a notice of
  the occurrence of a Default specifying such Default and stating that such
  notice is a "Notice of Default", the Administrative Agent shall give
  prompt notice thereof to the Lenders.  In the event of a payment Default,
  the Administrative Agent shall give each Lender prompt notice of each such
  payment Default.
  
      Section 11.04  Rights as a Lender.   With respect to its Commitments
  and the Loans made by it, each Agent (and any successor acting as an
  Agent) in its capacity as a Lender hereunder shall have the same rights
  and powers hereunder as any other Lender and may exercise the same as
  though it were not acting as an Agent, and the term "Lender" or "Lenders"
  shall, unless the context otherwise indicates, include each Agent in its
  individual capacity.  Each Agent (and any successor acting as an Agent)
  and its Affiliates may (without having to account therefor to any Lender)
  accept deposits from, lend money to and generally engage in any kind of
  banking, trust or other business with the Company (any and of its
  Affiliates) as if it were not acting as an Agent, and each Agent and its
  Affiliates may accept fees and other consideration from the Company for
  services in connection with this Agreement or otherwise without having to
  account for the same to the Lenders.
  
      Section 11.05  INDEMNIFICATION.  THE LENDERS AGREE TO INDEMNIFY EACH
  AGENT RATABLY IN ACCORDANCE WITH ITS PERCENTAGE SHARES FOR THE INDEMNITY
  MATTERS AS DESCRIBED IN SECTION 12.03 TO THE EXTENT NOT INDEMNIFIED OR
  REIMBURSED
  
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  <PAGE>
   
  BY THE COMPANY UNDER SECTION 12.03, BUT WITHOUT LIMITING THE OBLIGATIONS
  OF THE COMPANY UNDER SAID SECTION 12.03 AND FOR ANY AND ALL OTHER
  LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
  SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER
  WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SUCH AGENT IN ANY
  WAY RELATING TO OR ARISING OUT OF: (I) THIS AGREEMENT, THE OTHER LOAN
  DOCUMENTS OR ANY OTHER DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR
  THE TRANSACTIONS CONTEMPLATED HEREBY, BUT EXCLUDING, UNLESS A DEFAULT HAS
  OCCURRED AND IS CONTINUING, NORMAL ADMINISTRATIVE COSTS AND EXPENSES
  INCIDENT TO THE PERFORMANCE OF ITS AGENCY DUTIES HEREUNDER OR (II) THE
  ENFORCEMENT OF ANY OF THE TERMS OF THIS AGREEMENT, OTHER LOAN DOCUMENTS OR
  OF ANY SUCH OTHER DOCUMENTS; WHETHER OR NOT ANY OF THE FOREGOING SPECIFIED
  IN THIS SECTION 11.05 ARISES FROM THE SOLE OR CONCURRENT NEGLIGENCE OF
  SUCH AGENT, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY OF THE
  FOREGOING TO THE EXTENT THEY ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL
  MISCONDUCT OF SUCH AGENT.
  
      Section 11.06  Non-Reliance on the Agents and other Lenders.  Each
  Lender acknowledges and agrees that it has, independently and without
  reliance on any Agent or any other Lender, and based on such documents and
  information as it has deemed appropriate, made its own credit analysis of
  the Company and its decision to enter into this Agreement, and that it
  will, independently and without reliance upon any 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 analysis and decisions
  in taking or not taking action under this Agreement. The Agents shall not
  be required to keep themselves informed as to the performance or
  observance by the Company of this Agreement, the Notes, the other Loan
  Documents or any other document referred to or provided for herein or to
  inspect the properties or books of the Company.  Except for notices,
  reports and other documents and information expressly required to be
  furnished to the Lenders by the Administrative Agent or Auction Agent
  hereunder, the Agents shall not have any duty or responsibility to provide
  any Lender with any credit or other information concerning the affairs,
  financial condition or business of the Company (or any of its Affiliates)
  which may come into the possession of any Agent, or any of its Affiliates.
  
      Section 11.07  Action by Agent.  Except for action or other matters
  expressly required of the Administrative Agent or Auction Agent hereunder,
  the Administrative Agent or Auction Agent shall in all cases be fully
  justified in failing or refusing to act hereunder unless it shall (i)
  receive written instructions from the Majority Lenders (or if this
  Agreement requires, all of the Lenders) specifying the action to be taken,
  and (ii) be indemnified to its satisfaction by the Lenders against any and
  all liability and expenses which may be incurred by it by reason of taking
  or continuing to take any such action except for gross negligence or
  wilful misconduct.  The instructions of the Majority Lenders (or if this
  Agreement requires, all of the Lenders) and any action taken or failure to
  act pursuant thereto by the Administrative Agent or Auction Agent shall be
  binding on all of the Lenders.  If a Default has occurred and is
  continuing, the Administrative Agent or Auction Agent shall take such
  action with respect to such Default as shall be directed by the
  
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  <PAGE>
   
  Majority Lenders (or if this Agreement requires, all of the Lenders) in
  the written instructions (with indemnities) described in this Section
  11.07, provided that, unless and until the Administrative Agent or Auction
  Agent shall have received such directions, the Administrative Agent or
  Auction Agent may (but shall not be obligated to) take such action, or
  refrain from taking such action, with respect to such Default as it shall
  deem advisable in the best interests of the Lenders.  In no event,
  however, shall any Agent be required to take any action which exposes such
  Agent to personal liability or which is contrary to this Agreement and the
  other Loan Documents or applicable law.
  
      Section 11.08  Resignation or Removal of the Agents.  Subject to the
  appointment and acceptance of a successor as provided below, the
  Administrative Agent or Auction Agent may resign at any time by giving
  notice thereof to the Lenders and the Company, and the Administrative
  Agent or Auction Agent may be removed 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 Administrative Agent
  or Auction Agent as the case may be. If no successor Administrative Agent
  or Auction Agent shall have been so appointed by the Majority Lenders and
  shall have accepted such appointment within thirty (30) days after the
  retiring Administrative Agent's or Auction Agent's giving of notice of
  resignation or the Majority Lenders' removal of the retiring
  Administrative Agent or Auction Agent, then the retiring Administrative
  Agent or Auction Agent, as the case may be, may, on behalf of the Lenders,
  appoint a respective successor Administrative Agent or Auction Agent. 
  Upon the acceptance of such appointment hereunder by a successor
  Administrative Agent or Auction Agent, such successor Administrative Agent
  or Auction Agent shall thereupon succeed to and become vested with all the
  rights, powers, privileges and duties of the retiring Administrative Agent
  or Auction Agent, as the case may be, and the retiring Administrative
  Agent or Auction Agent shall be discharged from its duties and obligations
  hereunder.  After any retiring Administrative Agent's or Auction Agent's
  resignation or removal hereunder as Administrative Agent or Auction Agent,
  the provisions of this Article XI and Section 12.03 shall continue in
  effect for its benefit in respect of any actions taken or omitted to be
  taken by it while it was acting as the Administrative Agent or Auction
  Agent.
  
  
   ARTICLE XII
  
      MISCELLANEOUS
  
      Section 12.01  Waiver.  No failure on the part of any Agent or any
  Lender to exercise and no delay in exercising, and no course of dealing
  with respect to, any right, power or privilege under any of the Loan
  Documents shall operate as a waiver thereof, nor shall any single or
  partial exercise of any right, power or privilege under any of the Loan
  Documents preclude any other or further exercise thereof or the exercise
  of any other right, power or privilege. The remedies provided herein are
  cumulative and not exclusive of any remedies provided by law.
  
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  <PAGE>
   
      Section 12.02  Notices.  All notices and other communications provided
  for herein and in the other Loan Documents (including, without limitation,
  any modifications of, or waivers or consents under, this Agreement or the
  other Loan Documents) shall be given or made by telex, telecopy,
  telegraph, cable, courier or U.S. Mail or in writing and telexed,
  telecopied, telegraphed, cabled, mailed or delivered to the intended
  recipient at the "Address for Notices" specified below its name on the
  signature pages hereof or in the other Loan Documents or, as to any party,
  at such other address as shall be designated by such party in a notice to
  each other party.  Except as otherwise provided in this Agreement or in
  the other Loan Documents, all such communications shall be deemed to have
  been duly given when transmitted by telex or telecopier, delivered to the
  telegraph or cable office or personally delivered or, in the case of a
  mailed notice, three (3) Business Days after the date deposited in the
  mails, postage prepaid, in each case given or addressed as aforesaid.  The
  Company shall be the agent of each Designated Subsidiary for the receiving
  and giving of any notices or other communications under the Loan
  Documents.
  
      Section 12.03  Payment of Expenses, Indemnities, etc.  Each Obligor
  agrees:
  
      (a) whether or not the transactions hereby contemplated are
  consummated, to pay all reasonable expenses of the Agents in the
  administration (both before and after the execution hereof and including
  advice of counsel as to the rights and duties of the Agents and the
  Lenders with respect thereto) of, and in connection with the negotiation,
  syndication, investigation, preparation, execution and delivery of,
  recording or filing of, preservation of rights under, enforcement of, and
  refinancing, renegotiation or restructuring of, the Loan Documents and any
  amendment, waiver or consent relating thereto (including, without
  limitation, travel, photocopy, mailing, courier, telephone and other
  similar expenses of the Agents, the cost of environmental audits, surveys
  and appraisals at reasonable intervals, the reasonable fees and
  disbursements of counsel for the Agents and in the case of enforcement for
  any of the Lenders); and promptly reimburse the Agents for the account of
  the Agents and the Lenders for all amounts expended, advanced or incurred
  by the Agents or the Lenders to satisfy any obligation of the Company
  under this Agreement or any other Loan Document;
  
      (b) TO INDEMNIFY EACH AGENT AND EACH LENDER AND EACH OF THEIR
  AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
  REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED
  PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON
  DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY
  BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT
  ANY OF THEM IS DESIGNATED A PARTY THERETO) AS A RESULT OF, ARISING OUT OF
  OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY ANY OBLIGOR OF
  THE PROCEEDS OF ANY OF THE LOANS, (II) THE EXECUTION, DELIVERY AND
  PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF
  THE COMPANY AND ITS SUBSIDIARIES, (IV) THE FAILURE OF THE COMPANY OR ANY
  SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, OR WITH ANY
  GOVERNMENTAL
  
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  <PAGE>
   
   REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF
  ANY WARRANTY OF THE COMPANY SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI)
  ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS
  RECEIVED PURSUANT TO THE LOAN DOCUMENTS OR (VII) ANY OTHER ASPECT OF THE
  LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
  DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION
  WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION,
  SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES)
  OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE
  ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, BUT EXCLUDING ALL INDEMNITY
  MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY
  LENDER AND ANY AGENT OR A LENDER'S SHAREHOLDERS AGAINST ANY AGENT OR
  LENDER OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE
  PART OF SUCH INDEMNIFIED PARTY; AND
  
      (c) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME EACH INDEMNIFIED
  PARTY FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COST RECOVERY ACTIONS,
  ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY
  SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE
  TO THE COMPANY OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING
  WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON
  ANY OF THEIR PROPERTIES AND RESULTING FROM THE FACT THAT THE AGENTS OR
  LENDERS ARE A PARTY TO ANY LOAN DOCUMENT, (II) AS A RESULT OF THE BREACH
  OR NON- COMPLIANCE BY THE COMPANY OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL
  LAW APPLICABLE TO THE COMPANY OR ANY SUBSIDIARY, (III) DUE TO PAST
  OWNERSHIP BY THE COMPANY OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR
  PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY
  PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE
  PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS
  SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE COMPANY
  OR ANY SUBSIDIARY, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY
  CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, PROVIDED, HOWEVER, NO
  INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(C) IN RESPECT OF ANY
  PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF ANY
  AGENT OR ANY LENDER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS
  SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY
  (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS
  MORTGAGEE-IN-POSSESSION OR OTHERWISE).
  
      (d) No Indemnified Party may settle any claim to be indemnified
  without the consent of the indemnitor, such consent not to be unreasonably
  withheld; provided, that the indemnitor may not reasonably withhold
  consent to any settlement that an Indemnified Party proposes, if the
  indemnitor does not have the financial ability to pay all its obligations
  outstanding and asserted against the indemnitor at
  
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   that time, including the maximum potential claims against the Indemnified
  Party to be indemnified pursuant to this Section 12.03.
  
      (e)  In the case of any indemnification hereunder, the Administrative
  Agent or a Lender, as appropriate shall give notice to the Company of any
  such claim or demand being made against such Indemnified Party and the
  Company shall have the non-exclusive right to join in the defense against
  any such claim or demand provided that if the Company provides a defense,
  such Indemnified Party shall bear its own cost of defense unless there is
  a conflict between the Company and such Indemnified Party.
  
      (f) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES
  NOTWITHSTANDING THE NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER,
  WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION,
  INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN
  THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED
  PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE
  OR MORE OF THE INDEMNIFIED PARTIES.  TO THE EXTENT THAT AN INDEMNIFIED
  PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL
  MISCONDUCT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE
  BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE
  OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL
  MISCONDUCT OF THE INDEMNIFIED PARTY.
  
      (g) Each Obligor's obligation under this Section 12.03 shall survive
  any termination of this Agreement and the payment of the Notes and shall
  continue thereafter in full force and effect.
  
      (h) The Obligors shall pay any amounts due under this Section 12.03
  within thirty (30) days of the receipt by the Company of notice of the
  amount due.
  
      Section 12.04  Amendments, Etc.  Any provision of this Agreement or
  any other Loan Document may be amended, modified or waived with the
  Company's and the Majority Lenders' prior written consent; provided that
  (i) no amendment, modification or waiver which extends the maturity of the
  Loans, or the interest or fee payment dates,  increases the Aggregate
  Commitments, forgives the principal amount of any Indebtedness outstanding
  under this Agreement, reduces the interest rate applicable to the Loans or
  the fees payable to the Lenders generally, affects this Section 12.04 or
  Section 12.06(a) or modifies the definition of "Majority Lenders" or any
  provision which by its terms requires the consent or approval of all of
  the Lenders shall be effective without consent of all Lenders; (ii) no
  amendment, modification or waiver which increases or extends the
  Commitment of any Lender shall be effective without the consent of such
  Lender; and (iii) no amendment, modification or waiver which modifies the
  rights, duties or obligations of the Administrative Agent, Auction Agent
  or the Syndication Agent shall be effective without the consent of such
  Agent.
  
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      Section 12.05  Successors and Assigns.  This Agreement shall be
  binding upon and inure to the benefit of the parties hereto and their
  respective successors and permitted assigns.
  
      Section 12.06  Assignments and Participations.
  
      (a) No Obligor may assign its rights or obligations hereunder or under
  the Notes without the prior consent of all of the Lenders and the Agents.
  
      (b) Any Lender may, upon the written consent of the Company (which
  consent shall not be unreasonably withheld) assign to one or more
  assignees all or a portion of its rights and obligations under this
  Agreement and the other Loan Documents pursuant to an Assignment Agreement
  substantially in the form of Exhibit K (an "Assignment") provided,
  however, that (i) any such assignment shall be in the amount of at least
  $10,000,000 or such lesser amount to which the Company has consented and
  (ii) the assignor or assignee shall pay to the Administrative Agent a
  processing and recordation fee of $2500 for each assignment.  Any such
  assignment will become effective upon the execution and delivery to the
  Administrative Agent of the Assignment and the written consent of the
  Company.  Promptly after receipt of an executed Assignment, the
  Administrative Agent shall send to the Company a copy of such executed
  Assignment.  Upon receipt of such executed Assignment, the Company, will,
  at its own expense, execute and deliver new Notes to the assignor and/or
  assignee, as appropriate, in accordance with their respective interests as
  they appear.  Upon the effectiveness of any assignment pursuant to this
  Section 12.06(b), the assignee will become a "Lender," if not already a
  "Lender," for all purposes of this Agreement and the other Loan Documents. 
  The assignor shall be relieved of its obligations hereunder to the extent
  of such assignment (and if the assigning Lender no longer holds any rights
  or obligations under this Agreement, such assigning Lender shall cease to
  be a "Lender" hereunder except that its rights under Sections 4.06, 5.01,
  5.05 and 12.03 shall not be affected).  The Administrative Agent will
  prepare on the last Business Day of each month during which an assignment
  has become effective pursuant to this Section 12.06(b), a new Annex 1
  giving effect to all such assignments effected during such month, and will
  promptly provide the same to the Company and each of the Lenders.
  
      (c) Each Lender may transfer, grant or assign participations in all or
  any part of such Lender's interests, rights and obligations hereunder
  pursuant to this Section 12.06(c) to any Person, provided that: (i) such
  Lender shall remain a "Lender" for all purposes of this Agreement and the
  transferee of such participation shall not constitute a "Lender"
  hereunder; and (ii) no participant under any such participation shall have
  rights to approve any amendment to or waiver of any of the Loan Documents
  except to the extent such amendment or waiver would (x) extend the
  Revolving Credit Termination Date, (y) reduce the interest rate (other
  than as a result of waiving the applicability of any post-default
  increases in interest rates) or fees applicable to any of the Commitments
  or Loans in which such participant is
  
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  <PAGE>
   
   participating, or postpone the payment of any thereof, or (z) release all
  or substantially all of the collateral (except as expressly provided in
  the other Loan Documents) supporting any of the Commitments or Loans in
  which such participant is participating.  In the case of any such
  participation, the participant shall not have any rights under this
  Agreement or any of the other Loan Documents (the participant's rights
  against the granting Lender in respect of such participation to be those
  set forth in the agreement with such Lender creating such participation),
  and all amounts payable by the Company hereunder shall be determined as if
  such Lender had not sold such participation, provided that such
  participant shall be entitled to receive additional amounts under Article
  V on the same basis as if it were a Lender and be indemnified under
  Section 12.03 as if it were a Lender.  In addition, each agreement
  creating any participation must include an agreement by the participant to
  be bound by the provisions of Section 12.15.
  
      (d) The Lenders may furnish any information concerning the Company in
  the possession of the Lenders from time to time to assignees and
  participants (including prospective assignees and participants); provided
  such Persons agree in writing to be bound by the provisions of Section
  12.15.
  
      (e) Notwithstanding anything in this Section 12.06 to the contrary,
  any Lender may assign and pledge its Note to any Federal Reserve Bank or
  the United States Treasury as collateral security pursuant to Regulation
  A of the Board of Governors of the Federal Reserve System and any
  operating circular issued by such Federal Reserve System and/or such
  Federal Reserve Bank.  No such assignment and/or pledge shall release the
  assigning and/or pledging Lender from its obligations hereunder.
  
      (f) Notwithstanding any other provisions of this Section 12.06, no
  transfer or assignment of the interests or obligations of any Lender or
  any grant of participations therein shall be permitted if such transfer,
  assignment or grant would require the Company to file a registration
  statement with the SEC or to qualify the Loans under the "Blue Sky" laws
  of any state.
  
      Section 12.07  Invalidity.  In the event that any one or more of the
  provisions contained in any of the Loan Documents shall, for any reason,
  be held invalid, illegal or unenforceable in any respect, such invalidity,
  illegality or unenforceability shall not affect any other provision of the
  Notes, this Agreement or any other Loan Document.
  
      Section 12.08  Counterparts.  This Agreement may be executed in any
  number of counterparts, all of which taken together shall constitute one
  and the same instrument and any of the parties hereto may execute this
  Agreement by signing any such counterpart.
  
      Section 12.09  References.  The words "herein," "hereof," "hereunder"
  and other words of similar import when used in this Agreement refer to
  this Agreement as a whole, and not to any particular article, section or
  subsection. Any reference herein to a
  
      60
  <PAGE>
   
  Section shall be deemed to refer to the applicable Section of this
  Agreement unless otherwise stated herein.  Any reference herein to an
  exhibit or schedule shall be deemed to refer to the applicable exhibit or
  schedule attached hereto unless otherwise stated herein.
  
      Section 12.10  Survival. The obligations of the parties under Section
  4.06, Article V, and Sections 11.05 and 12.03 shall survive the repayment
  of the Loans and the termination of the Commitments.  To the extent that
  any payments on the Indebtedness or proceeds of any collateral are
  subsequently invalidated, declared to be fraudulent or preferential, set
  aside or required to be repaid to a trustee, debtor in possession,
  receiver or other Person under any bankruptcy law, common law or equitable
  cause, then to such extent, the Indebtedness so satisfied shall be revived
  and continue as if such payment or proceeds had not been received and the
  Administrative Agent's and the Lenders' Liens, security interests, rights,
  powers and remedies under this Agreement and each other Loan Document
  shall continue in full force and effect.  In such event, each Loan
  Document shall be automatically reinstated and the Company shall take such
  action as may be reasonably requested by the Administrative Agent and the
  Lenders to effect such reinstatement.
  
      Section 12.11  Captions.  Captions and section headings appearing
  herein and the table of contents hereto are included solely for
  convenience of reference and are not intended to affect the interpretation
  of any provision of this Agreement.
  
      Section 12.12  NO ORAL AGREEMENTS.  THE LOAN DOCUMENTS EMBODY THE
  ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL
  OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE
  SUBJECT MATTER HEREOF AND THEREOF.  THE LOAN DOCUMENTS REPRESENT THE FINAL
  AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
  PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
  
      Section 12.13  GOVERNING LAW; SUBMISSION TO JURISDICTION.
  
      (A) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
  IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT
  THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CHARGE INTEREST AT
  THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. 
  TEX. REV. CIV. STAT. ANN. ART. 5069, CH. 15 (WHICH REGULATES CERTAIN
  REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT
  APPLY TO THIS AGREEMENT OR THE NOTES.
  
      (B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS
  MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES
  OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS, AND, BY EXECUTION AND
  DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY ACCEPTS FOR ITSELF AND (TO
  THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND
  UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
  
      61
  <PAGE>
   
   THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
  LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
  OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
  BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
  JURISDICTIONS.  THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES
  NOT PRECLUDE THE ADMINISTRATIVE AGENT OR ANY LENDER FROM OBTAINING
  JURISDICTION OVER THE COMPANY IN ANY COURT OTHERWISE HAVING JURISDICTION.
  
  
      (C)  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT
  OR ANY LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY MANNER
  PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
  AGAINST THE COMPANY IN ANY OTHER JURISDICTION.
  
      (D) EACH OF THE COMPANY AND EACH LENDER HEREBY (I) IRREVOCABLY AND
  UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY
  JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
  OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (II) IRREVOCABLY
  WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE
  TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
  PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION
  TO, ACTUAL DAMAGES; (III) CERTIFIES THAT NO PARTY HERETO NOR ANY
  REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
  EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT
  OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (IV)
  ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE
  OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
  BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN
  THIS SECTION 12.13.
  
      Section 12.14  Interest.  It is the intention of the parties hereto
  that each Lender shall conform strictly to usury laws applicable to it.
  Accordingly, if the transactions contemplated hereby would be usurious as
  to any Lender under laws applicable to it (including the laws of the
  United States of America and the State of Texas or any other jurisdiction
  whose laws may be mandatorily applicable to such Lender notwithstanding
  the other provisions of this Agreement), then, in that event,
  notwithstanding anything to the contrary in any of the Loan Documents or
  any agreement entered into in connection with or as security for the
  Notes, it is agreed as follows:  (i) the aggregate of all consideration
  which constitutes interest under law applicable to any Lender that is
  contracted for, taken, reserved, charged or received by such Lender under
  any of the Loan Documents or agreements or otherwise in connection with
  the Notes shall under no circumstances exceed the maximum amount allowed
  by such applicable law, and any excess shall be cancelled automatically
  and if theretofore paid shall be credited by such Lender on the principal
  amount of the Indebtedness (or, to the extent that the principal amount of
  the Indebtedness shall have been or would thereby be paid in full,
  refunded by such Lender to the Company);
  
      62
  <PAGE>
   
  and (ii) in the event that the maturity of the Notes is accelerated by
  reason of an election of the holder thereof resulting from any Event of
  Default or otherwise, or in the event of any required or permitted
  prepayment, then such consideration that constitutes interest under law
  applicable to any Lender may never include more than the maximum amount
  allowed by such applicable law, and excess interest, if any, provided for
  in this Agreement or otherwise shall be cancelled automatically by such
  Lender 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 (or, to the extent that the principal amount of the
  Indebtedness shall have been or would thereby be paid in full, refunded by
  such Lender to the Company).  All sums paid or agreed to be paid to any
  Lender for the use, forbearance or detention of sums due hereunder shall,
  to the extent permitted by law applicable to such Lender, be amortized,
  prorated, allocated and spread throughout the full term of the Loans
  evidenced by the Notes until payment in full so that the rate or amount of
  interest on account of any Loans hereunder does not exceed the maximum
  amount allowed by such applicable law.  If at any time and from time to
  time (i) the amount of interest payable to any Lender on any date shall be
  computed at the Highest Lawful Rate applicable to such Lender pursuant to
  this Section 12.14 and (ii) in respect of any subsequent interest
  computation period the amount of interest otherwise payable to such Lender
  would be less than the amount of interest payable to such Lender computed
  at the Highest Lawful Rate applicable to such Lender, then the amount of
  interest payable to such Lender in respect of such subsequent interest
  computation period shall continue to be computed at the Highest Lawful
  Rate applicable to such Lender until the total amount of interest payable
  to such Lender shall equal the total amount of interest which would have
  been payable to such Lender if the total amount of interest had been
  computed without giving effect to this Section 12.14.  To the extent that
  Article 5069-1.04 of the Texas Revised Civil Statutes is relevant for the
  purpose of determining the Highest Lawful Rate, such Lender elects to
  determine the applicable rate ceiling under such Article by the indicated
  weekly rate ceiling from time to time in effect.
  
      Section 12.15  Confidentiality.   In the event that the Company
  provides to the Agents or the Lenders written confidential information
  belonging to the Company, if the Company shall denominate such information
  in writing as "confidential", the Agents and the Lenders shall thereafter
  maintain such information in confidence in accordance with the standards
  of care and diligence that each utilizes in maintaining its own
  confidential information.  This obligation of confidence shall not apply
  to such portions of the information which (i) are in the public domain,
  (ii) hereafter become part of the public domain without the Agents or the
  Lenders breaching their obligation of confidence to the Company, (iii) are
  previously known by the Agents or the Lenders from some source other than
  the Company, (iv) are hereafter developed by the Agents or the Lenders
  without using the Company's information, (v) are hereafter obtained by or
  available to the Agents or the Lenders from a third party who owes no
  obligation of confidence to the Company with respect to such information
  or through any other means other than through disclosure by the Company,
  (vi) are disclosed with the Company's consent, (vii) must be disclosed
  either pursuant to any Governmental Requirement or to Persons regulating
  the activities of the Agents or the Lenders, or (viii) as may be required
  by law or regulation or order of any
  
      63
  <PAGE>
   
  Governmental Authority in any judicial, arbitration or governmental
  proceeding. Further, an Agent or a Lender may disclose any such
  information to any other Lender, any Affiliate of such Agent or Lender,
  any independent petroleum engineers or consultants, any independent
  certified public accountants, any legal counsel employed by such Person in
  connection with this Agreement or any other Loan Document, including
  without limitation, the enforcement or exercise of all rights and remedies
  thereunder, or any assignee or participant (including prospective
  assignees and participants) in the Loans; provided, however, that such
  Agent or Lender imposes on the Person to whom such information is
  disclosed the same obligation to maintain the confidentiality of such
  information as is imposed upon it hereunder.  Notwithstanding anything to
  the contrary provided herein, this obligation of confidence shall cease
  three (3) years from the date the information was furnished, unless the
  Company requests in writing at least thirty (30) days prior to the
  expiration of such three year period, to maintain the confidentiality of
  such information for an additional three year period. The Company waives
  any and all other rights it may have to confidentiality as against the
  Agents and the Lenders arising by contract, agreement, statute or law
  except as expressly stated in this Section 12.15.
  
      Section 12.16  Effectiveness.  This Agreement shall not be effective
  until executed by all parties hereto and delivered to and accepted by the
  Administrative Agent, and the other conditions listed in the definition of
  "Effective Date" have occurred.
  
      Section 12.17  EXCULPATION PROVISIONS.  EACH OF THE PARTIES HERETO
  SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE
  OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND
  KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
  THAT IT HAS IN FACT READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
  IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS,
  CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY
  INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS
  PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
  AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS
  AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT
  CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT
  IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE
  TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH
  LIABILITY.  EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT
  CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF
  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY
  HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT SUCH PROVISION IS NOT
  "CONSPICUOUS."
  
      The parties hereto have caused this Agreement to be duly executed as
  of the day and year first above written.
  
      64
  <PAGE>
   
   ENSERCH EXPLORATION, INC.
  ATTEST:
  
  /s/    By: /s/ A. E. Gallatin
  ------------------------------    -------------------------------- 
  Assistant Corporate Secretary Name:  A. E. Gallatin
   Title: Vice President and Treasurer  
  <PAGE>
   
  LENDER AND   TEXAS COMMERCE BANK NATIONAL  ADMINISTRATIVE AGENT:  
  ASSOCIATION
  
  
   By: /s/ Dale S. Hurd
      ------------------------------ Name:  Dale S. Hurd
   Title: Senior Vice President
  
  
   Lending Office for Base Rate Loans:
  
   2200 Ross Avenue
   Dallas, TX 75201
  
  
   Lending Office for Eurodollar Loans:
  
   2200 Ross Avenue
   Dallas, TX 75201
  
  
   Address for Notices:
  
   2200 Ross Avenue
   Dallas, TX 75201
  
   Telecopier No.: (214) 922-2389  Telephone No.:  (214) 922-2583 
  Attention: Dale Hurd
  <PAGE>
   
  SYNDICATION AGENT
  AND LENDER:  THE CHASE MANHATTAN BANK, N.A.
  
  
   By: /s/ Bettylou J. Robert
      --------------------------------- Name:  Bettylou J.Robert
   Title: Vice President
  
  
   Lending Office for Base Rate Loans:
  
   The Chase Manhattan Bank, N.A.  1 Chase Manhattan Plaza
   New York, New York 10005
  
  
   Lending Office for Eurodollar Loans:
  
   The Chase Manhattan Bank, N.A.  1 Chase Manhattan Plaza
   New York, New York 10005
  
  
   Address for Notices:
  
   The Chase Manhattan Bank, N.A.  2 Chase Manhattan Plaza, 5th Floor  New
  York, New York 10005
  
   Telecopier No.:  (212) 552-4455  Telephone No.:   (212) 552-3017 
  Attention: Joselin Fernandes
  
   [With copy to:]
  
   Chase National Corporate Services, Inc.  One Houston Center
   1221 McKinney, Suite 3000
   Houston, Texas 77010
  
   Telecopier No.: (713) 751-9122  Telephone No.:  (713) 751-5657 
  Attention: Scott Porter
  <PAGE>
   
  LENDER:    CITIBANK, N.A.
  
  
  
   By: /s/ Mark J. Lyons
    -------------------------------- Name:  Mark. J. Lyons
   Title: Vice President
  
  
   Lending Office for Base Rate Loans:
  
   Citibank, N.A.
   399 Park Avenue
   New York, NY 10043
  
     
   Lending Office for Eurodollar Loans:
  
   Same as above
  
  
   Address for Notices:
  
   One Court Square -- 7th Floor
   Long Island City, NY 11120
  
   Telecopier No.:  (718) 248-4844 Telephone No.:   (718) 248-5762
  Attention: Leena Hiranandani
  
  <PAGE>
   
  LENDER:    THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
  
  
   By:  /s/ Satoru Otsubo
    -------------------------------- Name:  Satoru Otsubo
   Title: Joint General Manager
  
  
   Lending Office for Base Rate Loans:
  
   The Long-Term Credit Bank of Japan, Ltd. 165 Broadway, 48th Floor
   New York, NY 10006
  
   
   Lending Office for Eurodollar Loans:
  
   The Long-Term Credit Bank of Japan, Ltd. 165 Broadway, 48th Floor
   New York, NY 10006
  
  
   Addresses for Notices:
  
   The Long-Term Credit Bank of Japan, Ltd. 165 Broadway, 48th Floor
   New York, NY 10006
  
   Telecopier No.:  (212) 608-3452 Telephone No.:   (212) 335-4801
  Attention: Bob Pacifici
  
   [With copy to:]
  
  <PAGE>
   
  LENDER:    BANKERS TRUST COMPANY   
  
  
   By:  /s/ Mary Jo Jolly
    -------------------------------- Name:  Mary Jo Jolly 
   Title: Assistant Vice President
  
  
   Lending Office for Base Rate Loans:
  
   130 Liberty Street 
   New York, NY 10006
  
   
   Lending Office for Eurodollar Loans:
  
   130 Liberty Street 
   New York, NY 10006
  
  
   Addresses for Notices:
  
   130 Liberty Street 
   Loan Division, 14th Floor
   New York, NY 10006
  
   Telecopier No.:  (212) 250-6029 Telephone No.:   (212) 250-7561
  Attention: Stephen Snizek
  
   [With copy to:]
    
   Roberta K. Bohn
   Bankers Trust Company
   909 Fannin, Suite 3000
   Houston, Texas 77010
   Telecopier No.:  (713) 759-6708 Telephone No.:   (713) 759-6731
  
  <PAGE>
   
  LENDER:    THE BANK OF NOVA SCOTIA 
  
  
   By:  /s/ F.C.H. ASHBY  
    -------------------------------- Name:  F.C.H. ASHBY  
   Title: SENIOR MANAGER LOAN OPERATIONS
  
  
   Lending Office for Base Rate Loans:
  
   600 PEACHTREE STREET N.E.
   SUITE 2700 
   ATLANTA, GA 30308 
  
   
   Lending Office for Eurodollar Loans:
  
   600 PEACHTREE STREET N.E.
   SUITE 2700 
   ATLANTA, GA 30308 
  
  
   Addresses for Notices:
  
   600 PEACHTREE STREET N.E.
   SUITE 2700 
   ATLANTA, GA 30308 
  
  
   Telecopier No.:  404-888-8998  Telephone No.:   404-877-1549  Attention:
  JEFREY JONES 
  
   [With copy to:] (DOCUMENTS)
  
   1100 LOUISIANA STREET
   SUITE 3000
   HOUSTON, TX 77002
   ATTN: D. MATT HARRIS
  
  <PAGE>
   
  LENDER:    CANADIAN IMPERIAL BANK OF COMMERCE
  
  
   By:  /s/ GARY C. GASKILL
    -------------------------------- Name:  GARY C. GASKILL
   Title: AUTHORIZED SIGNATORY 
  
  
   Lending Office for Base Rate Loans:
  
   TWO PACES WEST 
   2727 PACES FERRY ROAD, SUITE 1200 ATLANTA, GA 30339 
  
   
   Lending Office for Eurodollar Loans:
  
   TWO PACES WEST 
   2727 PACES FERRY ROAD, SUITE 1200 ATLANTA, GA 30339 
  
  
   Addresses for Notices:
  
   TWO PACES WEST 
   2727 PACES FERRY ROAD, SUITE 1200 ATLANTA, GA 30339 
  
  
   Telecopier No.:  (404) 319-4950 Telephone No.:   (404) 319-4835
  Attention: MS. ADRIENNE BURCH
  
   [With copy to:]
  
  
  <PAGE>
   
  National Westminster Bank Plc
  New York Branch  By:  /s/ Stephen R. Parker
    -------------------------------- Name:  Stephen R. Parker
   Title: Vice President  
  
  National Westminster Bank Plc
  Nassau Branch   By:  /s/ Stephen R. Parker
    -------------------------------- Name:  Stephen R. Parker
   Title: Vice President    
  
  
   Lending Office for Base Rate Loans:
  
   National Westminister Bank Plc New York Branch 
  
   
   Lending Office for Eurodollar Loans:
  
   National Westminster Bank Plc 
   Nassau Branch 
  
  
   Addresses for Notices:
  
   National Westminster Bank Plc 
   175 Water Street 
   New York, New York 10038 
  
   Telecopier No.:  (212) 602-4118 Telephone No.:   (212) 602-4180
  Attention: Nadira Fauder 
  
  <PAGE>
   
  LENDER:    The First National Bank of Chicago 
  
  
   By:  /s/ Dixon P. Schultz
    -------------------------------- Name:  Dixon P. Schultz
   Title: Vice President 
  
  
   Lending Office for Base Rate Loans:
  
   The First National Bank of Chicago 1 First National Plaza, Suite 0634,
  Floor Chicago, Illinois 60670
  
   
   Lending Office for Eurodollar Loans:
  
   The First National Bank of Chicago 1 First National Plaza, Suite 0634,
  Floor Chicago, Illinois 60670
  
  
   Addresses for Notices:
  
   The First National Bank of Chicago 1 First National Plaza, Suite 0634,
  Floor Chicago, Illinois 60670
  
   Telecopier No.:  (312) 732-4840 Telephone No.:   (312) 732-8705
  Attention: Lynn Pozsgay 
  
   [With copy to:]
  
  <PAGE>
   
  LENDER:    THE BANK OF NEW YORK 
  
  
   By:  /s/ Raymond J. Palmer
    -------------------------------- Name:  Raymond J. Palmer
   Title: Vice President 
  
  
   Lending Office for Base Rate Loans:
  
   The Bank of New York 
   One Wall Street, 19th Fl.
   New York, New York 10286
  
   
   Lending Office for Eurodollar Loans:
  
   The Bank of New York 
   One Wall Street, 19th Fl.
   New York, New York 10286
  
  
   Addresses for Notices:
  
   The Bank of New York 
   One Wall Street, 19th Fl.
   New York, New York 10286
  
   Telecopier No.:  (212) 635-7923 Telephone No.:   (212) 635-7921
  Attention: Nina Russo-Valdes
  
   [With copy to:]
  
  <PAGE>
   
  LENDER:    NationsBank of Texas, N.A. 
  
  
   By:  /s/ Denise Ashford Smith
    -------------------------------- Name:  Denise Ashford Smith
   Title: Senior Vice President 
  
  
   Lending Office for Base Rate Loans:
  
   901 Main Street, 64th Floor 
   Dallas, TX 75202 
   Attn: Denise Ashford Smith 
  
   
   Lending Office for Eurodollar Loans:
  
   901 Main Street, 64th Floor 
   Dallas, TX 75202 
   Attn: Denise Ashford Smith 
  
  
   Addresses for Notices:
  
   Corporate Credit Services 
   901 Main Street, 14th Floor
   Dallas, TX 75202  
  
   Telecopier No.:  214/508-1215  Telephone No.:   214/508-1225  Attention:
  Betty Canales
  
   [With copy to:]
  
  
  <PAGE>
   
  LENDER:    THE BANK OF TOKYO, LTD. 
   DALLAS AGENCY
  
  
   By:  /s/ John M. McIntyre
    -------------------------------- Name:  John M. McIntyre
   Title: Vice President 
  
  
   Lending Office for Base Rate Loans:
  
   The Bank of Tokyo, Ltd. 
   2001 Ross Avenue, Suite 3150
   Dallas, Texas 75201
  
   
   Lending Office for Eurodollar Loans:
  
   The Bank of Tokyo, Ltd. 
   2001 Ross Avenue, Suite 3150
   Dallas, Texas 75201
  
   Addresses for Notices:
  
   The Bank of Tokyo, Ltd. 
   909 Fannin, 2 Houston Center, Ste. 1104 Dallas, Texas 77010
  
   Telecopier No.:  (713) 658-8341 Telephone No.:   (713) 658-1021
  Attention: Nadra H. Breir
  
  <PAGE>
   
  LENDER:    The Fuji Bank, Ltd. 
  
  
   By:  /s/ Soichi Yoshida  
    -------------------------------- Name:  Soichi Yoshida  
   Title: Vice President and Senior Manager
  
  
   Lending Office for Base Rate Loans:
  
   The Fuji Bank, Ltd.
   Houston Agency 
   1221 McKinney St. Suite 4100
   Houston, TX 77010  
  
   
   Lending Office for Eurodollar Loans:
  
   The Fuji Bank, Ltd.
   Houston Agency 
   1221 McKinney St. Suite 4100
   Houston, TX 77010  
  
   Addresses for Notices:
  
   The Fuji Bank, Ltd.
   Houston Agency 
   1221 McKinney St. Suite 4100
   Houston, TX 77010  
  
   Telecopier No.:  (713) 759-0048 Telephone No.:   (713) 650-7826
  Attention: Teri McPherson 
  
  
  <PAGE>
   
  LENDER:    Union Bank of Switzerland
   Houston Agency
  
  
   By:  /s/ Evans Swann 
    -------------------------------- Name:  Evans Swann 
   Title: Managing Director
  
  
   By:  /s/ Alfred Imholz   
    -------------------------------- Name:  Alfred Imholz   
   Title: Managing Director
  
  
   Lending Office for Base Rate Loans:
  
   1100 Louisiana, Suite 4500
   Houston, TX 77002  
  
   
   Lending Office for Eurodollar Loans:
  
   1100 Louisiana, Suite 4500
   Houston, TX 77002  
  
   Addresses for Notices:
  
   1100 Louisiana, Suite 4500
   Houston, TX 77002  
  
   Telecopier No.:  (713) 655-6555 Telephone No.:   (713) 655-6500
  Attention: Alfred Imholz  Managing Director
  
   With copy to:    James Broadus
  
   Telecopier No.:  (212) 821-3269 Telephone No.:   (212) 821-3227 <PAGE>
   
  LENDER:    Dresdner Bank AG New York 
   and Grand Cayman Branches
  
  
   By:  /s/ J. Curtin Beaudouin
    -------------------------------- Name:  J. Curtin Beaudouin
   Title: Vice President  
  
  
   By:  /s/ Ernest C. Fung 
    -------------------------------- Name:  Ernest C. Fung 
   Title: Vice President  
  
  
   Lending Office for Base Rate Loans:
  
   Dresdner Bank AG, Grand Cayman Branch 75 Wall Street 
   New York, New York 10005-2889
  
   
   Lending Office for Eurodollar Loans:
  
   Dresdner Bank AG, Grand Cayman Branch 75 Wall Street 
   New York, New York 10005-2889
  
   Addresses for Notices:
  
   Dresdner Bank AG, Grand Cayman Branch 75 Wall Street 
   New York, New York 10005-2889
  
   Telecopier No.:  (212) 898-0524 Telephone No.:   (212) 574-0183
  Attention: Craig Erickson 
  
   With copy to:
    
   Credit Department
   Dresdner Bank AG, New York
   Attn: Ms. Yunie Shin-Thomas
   75 Wall Street
   New York, NY 10005-2889
  
  <PAGE>
   
   CREDIT LYONNAIS CAYMAN ISLAND BRANCH 
  
  
   By:  /s/ Xavier Ratouis
    -------------------------------- Name:  Xavier Ratouis
   Title: Authorized Signature 
  
  
   Lending Office for Base Rate Loans:
  
   Credit Lyonnais Cayman Island Branch 1301 Avenue of the Americas
   New York, New York 10019
   Attention: Loan Servicing
  
   
   Lending Office for Eurodollar Loans:
  
   Credit Lyonnais Cayman Island Branch 1301 Avenue of the Americas
   New York, New York 10019
   Attention: Loan Servicing
  
  
   Addresses for Notices:
  
   c/o Credit Lyonnais Representative Office 1000 Louisiana, Suite 5360
   Houston, TX 77002 
  
   Telecopier No.:  (713) 751-0307 Telephone No.:   (713) 751-0500
  Attention: Mr. A. David Dodd
  
  
  <PAGE>
   
  LENDER:    The Industrial Bank of Japan Trust Company
  
  
   By:  /s/ Robert W. Ramage, Jr.
    -------------------------------- Name:  Robert W. Ramage, Jr.
   Title: Senior Vice President
  
  
   Lending Office for Base Rate Loans:
  
   The Industrial Bank of Japan Trust Company 245 Park Avenue 
   New York, NY 10167
  
   
   Lending Office for Eurodollar Loans:
  
   The Industrial Bank of Japan Trust Company 245 Park Avenue 
   New York, NY 10167
  
  
   Addresses for Notices:
  
   The Industrial Bank of Japan Trust Company 245 Park Avenue 
   New York, NY 10167
  
   Telecopier No.:  (212) 949-0134 Telephone No.:   (212) 309-6521
  Attention: Credit Administration
  
   [With copy to:]
  
  
  <PAGE>
   
  LENDER:    Royal Bank of Canada 
  
  
   By:  /s/ Gil J. Benard
    -------------------------------- Name:  Gil J. Benard
   Title: Senior Manager 
  
  
   Lending Office for Base Rate Loans:
  
   Royal Bank of Canada 
   1 Financial Square, 24th Floor
   New York, New York 10005-3531
  
   
   Lending Office for Eurodollar Loans:
  
   Royal Bank of Canada 
   1 Financial Square, 24th Floor
   New York, New York 10005-3531
  
  
   Addresses for Notices:
  
   Royal Bank of Canada 
   600 Wilshire Blvd., Suite 800
   Los Angeles, CA 90017
  
   Telecopier No.:  (213) 955-5350 Telephone No.:   (213) 955-5321
  Attention: Gil J. Benard
  
   [With copy to:]
  
  
  <PAGE>
   
  LENDER:    Westdeutsche Landesbank Girozentrale    
  
  
   By:  /s/ Richard R. Newman
    -------------------------------- Name:  Richard R. Newman
   Title: Vice President 
  
  
   By:  /s/ Sal Battinelli 
    -------------------------------- Name:  Sal Battinelli 
   Title: Vice President 
  
  
   Lending Office for Base Rate Loans:
  
   Westdeutsche Landesbank Girozentrale 1211 Avenue of the Americas
   New York, New York 10036
  
   
   Lending Office for Eurodollar Loans:
  
   Westdeutsche Landesbank Girozentrale 1211 Avenue of the Americas
   New York, New York 10036
  
  
   Addresses for Notices:
  
   Westdeutsche Landesbank Girozentrale 1211 Avenue of the Americas
   New York, New York 10036
  
   Telecopier No.:  (212) 852-6307 Telephone No.:   (212) 852-6120
  Attention: Richard R. Newman
  
  <PAGE>
   
  LENDER:    Caisse Nationale de Credit Agricole 
  
  
   By:  /s/ David Bouhl  
    -------------------------------- Name:  David Bouhl  
   Title: First Vice President and Head of Corporate Banking -- Chicago
  
  
   Lending Office for Base Rate Loans:
  
   Caisse Nationale de Credit Agricole 55 East Monroe Street 
   Chicago, Illinois 60603-5702
  
   
   Lending Office for Eurodollar Loans:
  
   Caisse Nationale de Credit Agricole 55 East Monroe Street 
   Chicago, Illinois 60603-5702
  
  
   Addresses for Notices:
  
   Caisse Nationale de Credit Agricole 55 East Monroe Street 
   Chicago, Illinois 60603-5702
  
   Telecopier No.:  312/372-3724  Telephone No.:   312/917-7560  Attention:
  Stacey Mannion 
  
   [With copy to:] Brian D. Knezeak Telephone: 312/917-7546
 
 <PAGE>