<PAGE>   1
                                                                   Exhibit 10.3

                                 LOAN AGREEMENT



                                     between



                   Capital Industrial Development Corporation


                                       and


                               CCIR of Texas Corp.


                     --------------------------------------

                                   $6,000,000

                   Capital Industrial Development Corporation
                    Adjustable Rate Industrial Revenue Bonds,
                                   Series 1998
                          (CCIR of Texas Corp. Project)


                                      Dated

                                      as of

                                 January 1, 1998
<PAGE>   2
                                      INDEX

                   (This Index is not a part of the Agreement
                but rather is for convenience of reference only)

<TABLE>
<CAPTION>

Preambles                                                                                                      Page
---------                                                                                                      ----

                                    ARTICLE I
                                   DEFINITIONS

<S>              <C>                                                                                              <C>
Section 1.1       Use of Defined Terms............................................................................  2
Section 1.2       Definitions.....................................................................................  2
Section 1.3       Interpretation..................................................................................  5
Section 1.4       Captions and Headings...........................................................................  5


                                   ARTICLE II
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.1       Representations, Warranties and Covenants of the Issuer.........................................  6
Section 2.2       Representations, Warranties and Covenants of the User...........................................  7


                                   ARTICLE III
                           COMPLETION OF THE PROJECT;
                              ISSUANCE OF THE BONDS

Section 3.1       Acquisition, Construction and Installation of the Project.......................................  9
Section 3.2       Plans and Specifications........................................................................  9
Section 3.3       Issuance of the Bonds; Application of Proceeds..................................................  9
Section 3.4       Disbursements from the Project Fund............................................................. 10
Section 3.5       User Required to Pay Costs in Event Project Fund Insufficient................................... 12
Section 3.6       Completion Date................................................................................. 12
Section 3.7       Investment of Fund Moneys....................................................................... 13
Section 3.8       Rebate Fund..................................................................................... 13


                                   ARTICLE IV
                     LOAN BY ISSUER; REPAYMENT OF THE LOAN;
                      LOAN PAYMENTS AND ADDITIONAL PAYMENTS

Section 4.1       Loan Repayment: Delivery of Notes and Letter of Credit.......................................... 14
</TABLE>


                                       ii
<PAGE>   3
<TABLE>
<S>              <C>                                                                                             <C>
Section 4.2       Additional Payments............................................................................ 15
Section 4.3       Place of Payments.............................................................................. 15
Section 4.4       Obligations Unconditional...................................................................... 15
Section 4.5       Assignment of Agreement and Revenues........................................................... 16
Section 4.6       Letter of Credit............................................................................... 16
Section 4.7       Usury.......................................................................................... 16


                                    ARTICLE V
                       ADDITIONAL AGREEMENTS AND COVENANTS

Section 5.1        Right of Inspection........................................................................... 16
Section 5.2        Sale, Lease or Grant of Use by User........................................................... 16
Section 5.3        Indemnification............................................................................... 17
Section 5.4        No Arbitrage.................................................................................. 18
Section 5.5        Tax-Exempt Status of Interest on the Bonds.................................................... 18
Section 5.6        Payment to Rebate Fund........................................................................ 21
Section 5.7        Assignment by Issuer.......................................................................... 22
Section 5.8        User's Performance Under Indenture............................................................ 22
Section 5.9        Compliance with Laws.......................................................................... 22
Section 5.10       Taxes, Permits, Utility and Other Charges..................................................... 22
Section 5.11       Continued Existence........................................................................... 23
Section 5.12       Removal of Portions of the Project............................................................ 23
Section 5.13       Governmental Regulation....................................................................... 23


                                   ARTICLE VI
                               REDEMPTION OF BONDS

Section 6.1        Optional Redemption........................................................................... 23
Section 6.2        Extraordinary Optional Redemption............................................................. 23
Section 6.3        Mandatory Redemption of Bonds................................................................. 25
Section 6.4        Actions by Issuer............................................................................. 25
Section 6.5        Required Deposits for Optional Redemption..................................................... 25


                                   ARTICLE VII
                         EVENTS OF DEFAULT AND REMEDIES

Section 7.1        Events of Default............................................................................. 25
Section 7.2        Remedies on Default........................................................................... 27
Section 7.3        No Remedy Exclusive........................................................................... 28
Section 7.4        Agreement to Pay Attorneys' Fees and Expenses................................................. 28
</TABLE>


                                       iii
<PAGE>   4
<TABLE>
<S>               <C>                                                                                            <C>
Section 7.5        No Waiver..................................................................................... 28
Section 7.6        Notice of Default............................................................................. 28
Section 7.7        Remedies Subject to Bank's Direction.......................................................... 28


                                  ARTICLE VIII
                                  MISCELLANEOUS

Section 8.1        Term of Agreement............................................................................. 28
Section 8.2        Notices....................................................................................... 29
Section 8.3        Extent of Covenants of the Issuer; No Personal Liability...................................... 29
Section 8.4        Binding Effect................................................................................ 29
Section 8.5        Amendments and Supplements.................................................................... 29
Section 8.6        Execution Counterparts........................................................................ 29
Section 8.7        Severability.................................................................................. 29
Section 8.8        Sales and Use Tax Exemption................................................................... 30
Section 8.9        Governing Law................................................................................. 30
Section 8.10       Amounts Remaining in Funds.................................................................... 30
Section 8.11       Final Agreement of the Parties................................................................ 30
Section 8.12       Conflicts..................................................................................... 31

                           Signatures............................................................................ 32

Exhibit A - PROJECT............................................................................................. A-1

Exhibit B - PROJECT SITE........................................................................................ B-1

Exhibit C - NOTE................................................................................................ C-1

Exhibit D - FORM OF DISBURSEMENT REQUEST........................................................................ D-1
</TABLE>


                                       iv
<PAGE>   5
                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT is made and entered into as of January 1, 1998
between the Capital Industrial Development Corporation (the "Issuer") and CCIR
of Texas Corp., a Texas corporation (the "User"), under the circumstances
summarized in the following recitals (the capitalized terms not defined above or
in the recitals being used therein as defined in or pursuant to Article 1
hereof):

         A. The Issuer is a nonstock, nonprofit industrial development
corporation organized and existing under the laws of the State of Texas,
including particularly the Act to provide financing for certain "projects," as
defined in the Act, located within the boundaries of the Governmental Unit; and

         B. Pursuant to law, and particularly the Act, the Issuer is empowered
to finance the costs of manufacturing facilities and to issue industrial
development revenue bonds to provide funds to pay all or a portion of the costs
of acquiring, constructing, equipping and installing such facilities; and

         C. The User has requested that the Issuer issue its revenue bonds for
the purpose of making a loan to the User to finance the Project; and

         D. The Issuer has determined, in the public interest, that it will
finance the Project Costs and loan proceeds of such bonds to the User for such
purpose in the manner provided in the Act and this Agreement; and

         E. The User has agreed to make Loan Payments as provided hereunder; and

         F. The governing body of the Governmental Unit has approved this
Agreement by written resolution as required by the Act; and

         G. This Agreement is authorized and executed pursuant to applicable
laws, including the Act; and

         H. The Issuer and the User have taken all action and have complied with
all provisions of law with respect to the execution, delivery and performance of
this Agreement and the due authorization of the consummation of the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by,
and constitutes a valid and legally binding agreement of, the Issuer and the
User, enforceable against the respective parties in accordance with its terms,
subject to bankruptcy and other debtor relief laws.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
made, and subject to the condition herein as set forth, the Issuer and the User
contract and agree as follows:
<PAGE>   6
                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. USE OF DEFINED TERMS. Words and terms defined in the
Indenture shall have the same meanings when used herein, unless the context or
use clearly indicates another meaning or intent. In addition, the words and
terms set forth in Section 1.2 hereof shall have the meanings set forth therein
unless the context or use clearly indicates another meaning or intent.

         SECTION 1.2. DEFINITIONS. As used herein:

         "Act" means the Development Corporation Act of 1979, as amended,
Article 5190.6, Vernon's Texas Civil Statutes, as amended.

         "Additional Payments" means the amounts required to be paid by the User
pursuant to the provisions of Section 4.2 hereof.

         "Agreement" means this Loan Agreement, as amended or supplemented from
time to time.

         "Bank" means Bank One, Arizona, NA.

         "Bonds" means the Capital Industrial Development Corporation Adjustable
Rate Industrial Revenue Bonds, Series 1998 (CCIR of Texas Corp. Project).

         "Completion Date" means the date of the substantial completion of the
acquisition, construction, equipping and installation of the Project evidenced
in accordance with the requirements of Section 3.6 hereof.

         "Construction Period" means the period between the beginning of the
acquisition, construction, renovation, equipping and installation of the Project
or the date on which the Bonds are initially issued, whichever is earlier, and
the Completion Date.

         "Department" means the Texas Department of Economic Development and any
successor to its functions and duties.

         "Engineer" means an individual or firm acceptable to the Trustee and
the Bank and qualified to practice the profession of engineering or architecture
under the laws of the State.

         "Event of Default" means any of the events described as an Event of
Default in Section 7.1 hereof.

         "Force Majeure" means any of the causes, circumstances or events
described as constituting Force Majeure in Section 7.1 hereof.



                                        2
<PAGE>   7
         "Governmental Unit" means Travis County, Texas.

         "Indenture" means the Trust Indenture, dated as of even date herewith,
between the Issuer and the Trustee, as amended or supplemented from time to
time.

         "Inducement Resolution" means the "Resolution Taking Affirmative
Official Action Towards the Issuance of the Bonds to Provide a Manufacturing
Project for CCIR of Texas Corp." approved by the Issuer on October 7, 1997.

         "Issuer" means the Capital Industrial Development Corporation, a
nonstock, nonprofit industrial development corporation existing under the laws
of the State of Texas.

         "Loan" means the loan by the Issuer to the User of the proceeds
received from the sale of the Bonds.

         "Loan Payment Date" means any date on which any of the Loan Payments
are due and payable, whether at maturity, upon acceleration, call for redemption
or prepayment, or otherwise.

         "Loan Payments" means the amounts required to be paid by the User in
repayment of the Loan pursuant to the provisions of the Notes and of Article IV
hereof.

         "Note" means the promissory note of the User, dated as of even date
with the Bonds, in the form attached hereto as Exhibit C and in the principal
amount of $6,000,000 evidencing the obligation of the User to make loan
payments.

         "Notes" means the Note and any Additional Notes.

         "Notice Address" means:

         (a)  As to the Issuer:      Capital Industrial Development Corporation
                                     P. O. Box 1748
                                     5th Floor, Stokes Building
                                     Austin, Texas 78767

                                     Attn: Darwin McKee, President

         (b)  As to the User:        CCIR of Texas Corp.
                                     15508 Bratton Lane
                                     Austin, Texas 78728-3805

                                     Attn: Jerome Wilson, General Manager




                                        3
<PAGE>   8
                  With a copy to:   Quarles & Brady
                                    One Camelback Bldg.
                                    1 E Camelback Road, Suite 400
                                    Phoenix, Arizona 85012-1649

                                    Attn: Mary Beth Orson

         (c)  As to the Trustee:    The Huntington National Bank
                                    41 South High Street
                                    Columbus, Ohio 43215

                                    Attention: Canada Moore

         (d)  As to the Bank:       Bank One, Arizona, NA
                                    241 North Central Avenue
                                    Phoenix, Arizona 85004

                                    Attention: Steve Reinhart, Vice President
                                    Commercial Banking AZ1-1178

         (e) As to the Remarketing  Banc One Capital Corporation
              Agent, at:            150 East Gay Street, 24th Floor
                                    Columbus, Ohio  43215

                                    Attention:  Thomas L. Whitman,
                                    Sr. Vice President

                  With a copy to:   Ms. Peggy Seymour
                                    150 East Gay Street, 29th Floor
                                    Columbus, Ohio 43215

or such additional or different address, notice of which is given under Section
8.2 hereof.

         "Plans and Specifications" means the User's plans and specifications
for the acquisition, renovation, construction, equipping and installation of the
Project, as approved by the Bank and as amended from time to time in accordance
with the terms and conditions of the Reimbursement Agreement.

         "Project" means the real and personal property located in Governmental
Unit, including undivided interests or other interests therein, identified in
Exhibit A attached hereto as a part hereof, or acquired, constructed or
installed as a replacement or substitution therefor or an addition thereto, or
as may result from any revision thereof in accordance with the provisions of
this Agreement.

         "Project Costs" means the costs set forth in Section 3.4 of this
Agreement.


                                        4
<PAGE>   9
         "Project Site" means the real estate and interests in real estate
constituting the site of the Project, as described in Exhibit B attached hereto
as a part hereof.

         "Tax Letter of Representation" means the letter of representation
regarding the use of the proceeds of the Bonds and other facts that are within
the User's knowledge furnished by the User to the Issuer in connection with the
issuance of the Bonds.

         "Trustee" means the Trustee at the time acting as such under the
Indenture, originally The Huntington National Bank, as Trustee, and any
successor Trustee as determined or designated under or pursuant to the
Indenture.

         "Unassigned Issuer's Rights" means all of the rights of the Issuer to
issue Additional Bonds under Section 3.3 hereof, to receive Additional Payments
under Section 4.2 hereof, to be held harmless and indemnified under Section 5.3
hereof, to be reimbursed for attorney's fees and expenses under Section 7.4
hereof, and to give or withhold consent to amendments, changes, modifications,
alterations and termination of this Agreement under Section 8.5 hereof.

         "User" means CCIR of Texas Corp., a Texas corporation and any successor
as permitted herein.

         SECTION 1.3. INTERPRETATION. Any reference herein to the Issuer, to the
Governmental Unit or to any member or officer of either includes entities or
officials succeeding to their respective functions, duties or responsibilities
pursuant to or by operation of law or lawfully performing their respective
functions.

         Any reference to a section or provision of the Constitution of the
State or the Act, or to a section, provision or chapter of Texas law or to any
statute of the United States of America, includes that section, provision,
chapter or statute as amended, modified, revised, supplemented or superseded
from time to time; provided, that no amendment, modification, revision,
supplement or superseding section, provision, chapter or statute shall be
applicable solely by reason of this provision if it constitutes in any way an
impairment of the rights or obligations of the Issuer, the Holders, the Trustee,
the Bank or the User under this Agreement.

         Unless the context indicates otherwise, words importing the singular
number include the plural number, and vice versa; the terms "hereof", "hereby",
"herein", "hereto", "hereunder" and similar terms refer to this Agreement; and
the term "hereafter" means after, and the term "heretofore" means before, the
date of delivery of the Bonds. Words of any gender include the correlative words
of the other genders, unless the sense indicates otherwise.

         SECTION 1.4. CAPTIONS AND HEADINGS. The captions and headings in this
Agreement are solely for convenience of reference and in no way define, limit or
describe the scope or intent of any Articles, Sections, subsections, paragraphs,
subparagraphs or clauses hereof.



                                        5
<PAGE>   10
                                   ARTICLE II
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         SECTION 2.1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.
The Issuer represents and warrants that:

                  (a) The Issuer is a nonstock, nonprofit industrial development
corporation organized and existing under the laws of the State, particularly,
the Act. The Issuer has all requisite power and authority under the Act to (i)
adopt the Bond Resolution, (ii) issue the Bonds and (iii) enter into, and
perform obligations under, this Agreement, the Bond Placement Agreement, the
Letter of Representations and the Indenture.

                  (b) The Issuer has duly authorized (i) the execution, delivery
and performance of this Agreement, the Bonds, the Bond Placement Agreement, the
Letter of Representations and the Indenture, and (ii) the taking of any and all
such actions as may be required on the part of the Issuer to carry out, give
effect to and consummate the transactions contemplated by such instruments.

                  (c) This Agreement, the Bond Placement Agreement, the Letter
of Representations and the Indenture constitute legal, valid and binding
obligations of the Issuer, enforceable in accordance with their respective
terms; this Agreement, the Bond Placement Agreement, the Letter of
Representations and the Indenture have been duly authorized and executed by the
Issuer; and, when authenticated by the Trustee in accordance with the provisions
of the Indenture, the Bonds will have been duly authorized, executed, issued and
delivered and will constitute legal, valid and binding special obligations of
the Issuer; payable solely from the Loan Payments by the User, issued in
conformity with the provisions of the Act and the Constitution of the State,
subject to bankruptcy, insolvency and similar laws, and the application of
equitable principles.

                  (d) There is no action, suit, proceeding, inquiry, or
investigation at law or in equity or before or by any court, public board or
body, pending or, to the best knowledge of the Issuer, threatened against the
Issuer, nor to the best knowledge of the Issuer is there any basis therefor,
which in any manner questions the validity of the Act, the powers of the Issuer
referred to in paragraph (b) above or the validity of any proceedings taken by
the Issuer in connection with the issuance of the Bonds or wherein any
unfavorable decision, ruling or finding could materially adversely affect the
transactions contemplated by this Agreement or which, in any way, would
adversely affect the validity or enforceability of the Bonds, the Letter of
Representations, the Indenture, the Bond Placement Agreement or this Agreement
(or of any other instrument required or contemplated for use in consummating the
transactions contemplated thereby and hereby).

                  (e) The execution and delivery by the Issuer of this
Agreement, the Bonds, the Bond Placement Agreement, the Letter of
Representations and the Indenture in compliance with the provisions of each of
such instruments will not conflict with or constitute a breach of, or default
under, any material commitment, agreement or other instrument to which the
Issuer is a party or by


                                        6
<PAGE>   11
which it is bound, or under any provision of the Act, the Constitution of the
State or any existing law, rule, regulation, ordinance, judgment, order or
decree to which the Issuer is subject.

                  (f) The Issuer will do or cause to be done all things
necessary, so far as lawful, to preserve and keep in full force and effect its
existence or to assure the assumption of its obligations under this Agreement,
the Indenture, the Letter of Representations and the Bonds by any successor
public body.

                  (g) Notwithstanding anything herein contained to the contrary,
any obligation the Issuer may hereby incur for the payment of money shall not
constitute an indebtedness of the State or of any political subdivision thereof
within the meaning of any state constitutional provision or statutory limitation
and shall not give rise to a pecuniary liability of the State or a political
subdivision thereof, or constitute a charge against the general credit or taxing
power of the State or a political subdivision thereof or general funds or assets
of the Issuer (including funds relating to other Issuer loans or activities),
but shall be limited obligations of the Issuer payable solely from (i) the
security for the Bonds, (ii) revenues derived from the sale of the Bonds, and
(iii) amounts on deposit from time to time under the Indenture, subject to the
provisions of this Agreement and the Indenture permitting the application
thereof for the purposes and on the terms and conditions set forth herein and
therein.

                  (h) The Project is located within the boundaries of the
Governmental Unit.

         SECTION 2.2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE USER. The
User represents, warrants and covenants that:

                  (a) The User is a Texas corporation duly organized and validly
existing under the laws of the State. The User has full power and authority to
execute, deliver and perform this Agreement, the Bond Placement Agreement, the
Reimbursement Agreement, the Remarketing Agreement and the Note and to enter
into and carry out the transactions contemplated by those documents. That
execution, delivery and performance do not, and will not, violate any provision
of law applicable to the User or its articles of incorporation or bylaws and do
not, and will not, conflict with or result in a default under any material
agreement or instrument to which the User is a party or by which the User is
bound.

                  (b) This Agreement, the Bond Placement Agreement, the
Remarketing Agreement, the Reimbursement Agreement and the Note, by proper
corporate action, have been duly authorized, executed and delivered by the User
and are valid and binding obligations of the User.


                  (c) The Project at all times will be located entirely within
the boundaries of the Governmental Unit and will create and preserve jobs and
employment opportunities within the boundaries of the State and the Governmental
Unit. If all or substantially all of the Project is ever voluntarily removed
from within the boundaries of the Governmental Unit, the User will promptly


                                        7
<PAGE>   12
prepay the Loan and cause the Bonds to be redeemed provided; however, the User
may remove from the Project personal property and equipment deemed immaterial by
the User for the operation of the Project.

                  (d) The acquisition, renovation, construction, equipping and
installation of the property comprising the Project by the User will comply in
all material respects with all applicable zoning, planning, building,
environmental and other regulations of the governmental authorities having
jurisdiction over the Project, and all necessary permits, licenses, consents and
permissions necessary for the Project have been or will be obtained.

                  (e) The User represents to the Issuer and the Department that
(i) the Project will contribute to the economic growth or stability of the
Governmental Unit by (A) increasing or stabilizing employment opportunities
within the boundaries of the Governmental Unit, (B) significantly increasing or
stabilizing the property tax base of the Governmental Unit and (C) promoting
commerce within the boundaries of the Governmental Unit and the State; (ii) it
has no present intention of using or moving any portion of the Project outside
the State or disposing of or abandoning the Project; (iii) it has no present
intention of directing the Project to a use other than the purposes represented
to the Governmental Unit and the Department; and (iv) no car, truck, mobile unit
or any vehicle of any kind whatsoever, which is financed in whole or in part by
the proceeds of the Bonds, will be away from the Project Site for more than 30
continuous calendar days and that all cars, trucks, mobile units or vehicles of
any kind whatsoever, financed in whole or in part by the proceeds of the Bonds,
will be rendered on the local tax rolls.

                  (f) The User is not in default in the payment of principal of,
or interest on, any of the User's indebtedness for borrowed money, or in
material default under any instrument under which, or subject to which, any
material indebtedness has been incurred, and no event has occurred and is
continuing under the provisions of any material agreement involving the User
that, with the lapse of time or the giving of notice, or both, would constitute
an event of default thereunder.

                  (g) No litigation at law or in equity nor any proceeding
before any governmental agency or other tribunal involving the User is pending
or, to the knowledge of the User, threatened, in which any liability of the User
is not adequately covered by insurance or reserve and in which any judgment or
order would have a material and adverse effect upon the business or assets of
the User or would materially and adversely affect the Project, the validity of
this Agreement, the Bond Placement Agreement, the Reimbursement Agreement, the
Remarketing Agreement or the Note or the performance of the User's obligations
thereunder or the transactions contemplated hereby.

                  (h) The User shall not use or operate the Project in any way
which would affect the qualification of the Project under the Act or impair the
exclusion from gross income for federal income tax purposes of the interest on
the Bonds.

                  (i) All material statements of facts or other information
furnished by the User to the Issuer and Bond Counsel in connection with Bond
Counsel's opinion relating to the Bonds,


                                        8
<PAGE>   13
including particularly the Tax Letter of Representation, were true and correct
when made and nothing has come to the User's attention that would change the
truth or correctness of such statements of facts or other information furnished
to Bond Counsel.

         (j) The proceeds of the Bonds will not exceed the Project Costs.

         (k) The User intends to operate the Project as a "project" within the
meaning of the Act.

         (l) The Project is required or suitable for the User's promotion of
development and expansion of manufacturing enterprises of the User.

         (m) The User intends that the Project be in furtherance of the public
purposes of the Act, to-wit: the promotion and development of manufacturing
enterprises to promote and encourage employment and the public welfare.

         (n) The Bank does not control, either directly or indirectly through
one or more intermediaries, the User. Likewise, the User does not control,
either directly or indirectly through one or more intermediaries, the Bank.
"Control" for this purpose has the meaning given to such term in Section 2(a)(9)
of the Investment Company Act of 1940. The User agrees to provide written notice
to the Issuer, the Trustee, the Remarketing Agent, and the Bondholders thirty
days prior to consummation of any transaction that would result in the User
controlling or being controlled by the Bank or any provider of an Alternate
Letter of Credit or Supplemental Credit Facility.


                                   ARTICLE III
                           COMPLETION OF THE PROJECT;
                              ISSUANCE OF THE BONDS

         SECTION 3.1. ACQUISITION, RENOVATION, CONSTRUCTION, EQUIPPING AND
INSTALLATION OF THE PROJECT. The User shall acquire, renovate, construct, equip
and install the property comprising the Project with all commercially reasonable
dispatch, all on the Project Site and substantially in accordance with the Plans
and Specifications. The User shall (a) pay when due all fees, costs and expenses
incurred in connection with the foregoing from funds made available therefor in
accordance with this Agreement or otherwise, unless any such fees, costs or
expenses are being contested by the User in good faith and by appropriate
proceedings, (b) to the extent commercially reasonable, ask, demand, sue for,
levy, recover and receive all those sums of money, debts and other demands
whatsoever which may be due, owing and payable under the terms of any contract,
order, receipt, writing and instruction in connection with the acquisition,
renovation, construction, equipping and installation of the Project, and (c) to
the extent commercially reasonable, enforce the provisions of any contract,
agreement, obligation, bond or other performance security with respect thereto.

         SECTION 3.2. PLANS AND SPECIFICATIONS. The User, with the prior written
consent of the


                                        9
<PAGE>   14
Bank in accordance with the terms and condition of the Reimbursement Agreement,
may revise the Plans and Specifications from time to time, provided that no
revision shall be made which would change the purposes of the Project to other
than purposes permitted by the Act. The User shall promptly deliver to the Bank
a copy of the final Plans and Specifications upon their completion.

         SECTION 3.3. ISSUANCE OF THE BONDS; APPLICATION OF PROCEEDS. As a
condition to User's obligations under this Agreement and to provide funds to
make the Loan for purposes of assisting the User in the financing of the Project
or to reimburse the User for the financing of the Project and the Project Site,
the Issuer will issue, sell and deliver the Bonds in the manner provided in the
Bond Placement Agreement. The Bonds will be issued pursuant to the Indenture in
the aggregate principal amount, will bear interest, will mature and will be
subject to redemption as set forth therein. The User hereby approves the terms
and conditions of the Indenture and the Bonds, and the terms and conditions
under which the Bonds will be issued, sold and delivered.

         The proceeds from the sale of the Bonds shall be loaned to the User and
paid over to the Trustee for the benefit of the User and the Holders of the
Bonds and deposited as provided in Section 5.01 of the Indenture. Pending
disbursement pursuant to Section 3.4 hereof, the proceeds deposited in the
Project Fund, together with any investment earnings thereon, shall constitute a
part of the Revenues assigned by the Issuer to the payment of Bond Service
Charges as provided in the Indenture.

         At the request of the User and with the approval of the Department and
the Attorney General of Texas, to the extent required by law, and for the
purposes and upon fulfillment of the conditions specified in the Indenture, the
Issuer may provide for the issuance, sale and delivery of Additional Bonds and
loan the proceeds from the sale thereof to the User.

         SECTION 3.4 DISBURSEMENTS FROM THE PROJECT FUND. Subject to the
provisions below and to the representations, warranties and covenants contained
herein and in the Tax Letter of Representations, disbursements from the Project
Fund shall be made only to pay (or to reimburse the User for payment of) the
following Project Costs:

                  (a) Costs incurred directly or indirectly for or in connection
with the acquisition, construction, renovation, equipping or installation of the
Project, including costs incurred with respect to the Project and Project Site
for preliminary planning and studies; architectural, legal, engineering,
accounting, consulting, supervisory and other services; labor, services and
materials; and recording of documents and title work;

                  (b) Costs incurred directly or indirectly in seeking to
enforce any remedy against any contractor or subcontractor in respect of any
actual or claimed default under any contract relating to the Project;

                  (c) Financial, legal, accounting, printing and engraving fees,
charges and expenses, and all other fees, charges and expenses incurred in
connection with the authorization, sale, issuance


                                       10
<PAGE>   15
and delivery of the Bonds, including, without limitation, the fees and expenses
of the Issuer and Bond Counsel, the fees and expenses of the Trustee and the
fees and expenses of the Placement Agent and its counsel; provided, however, any
fees and expenses incurred in connection with the issuance of the Bonds and paid
with Bond proceeds shall not exceed 2% of the proceeds of the Bonds within the
meaning of Section 147(g) of the Code;


                  (d) Any other incidental and necessary costs, expenses, fees
and charges relating to the acquisition, construction, renovation, equipping or
installation of the Project;

                  (e) Interest on the Bonds accrued during the Construction
Period to be paid into the Bond Fund; and

                  (f) The fees and expenses of the Bank under the Reimbursement
Agreement applicable to the Construction Period.

         Any disbursements from the Project Fund described above to pay such
fees, costs or expenses or to reimburse the User for the payment of such fees,
costs or expenses shall be made by the Trustee only upon the written order of
the Authorized User Representative and only with written consent of the Bank
which consent shall not be unreasonably withheld. Each such written order shall
be in substantially the form of the disbursement request attached hereto as
Exhibit D and shall be consecutively numbered and accompanied by invoices or
other appropriate documentation supporting the payments or reimbursements
requested. Any disbursement for any item not described in, or the cost for which
item is other than as described in, the information statement filed by the User
in connection with the issuance of the Bonds, shall be accompanied by evidence
satisfactory to the Trustee and the Bank that the average reasonably expected
economic life of the facilities being financed by the Bonds is not less than
5/6ths of the average maturity of the Bonds or, if such evidence is not
presented with the disbursement or at the request of the Trustee or the Bank, by
an opinion of Bond Counsel to the effect that such disbursement will not result
in the interest on the Bonds becoming subject to federal income taxation. In
case any contract provides for the retention by the User of a portion of the
contract price, there shall be paid from the Project Fund only the net amount
remaining after deduction of any such portion and, only when that retained
amount is due and payable, may it be paid from the Project Fund.

         The User covenants, represents and warrants, with respect to any
disbursement made to reimburse it for an original expenditure that was paid
prior to the date of issuance of the Bonds, that under Treas. Reg.
Section 1.150-2 such disbursement will constitute a reimbursement allocation
treated as an expenditure of proceeds of a reimbursement bond for the
governmental purpose of the original expenditure on the date of the
reimbursement allocation and will be made within the reimbursement period set
forth in Treas. Reg. Section 1.150-2(d)(2) (not later than 18 months after the
later of (i) the date the original expenditure is paid or the date the Project
is placed in service or abandoned, but in no event more than 3 years after the
original expenditure).



                                       11
<PAGE>   16
         Any moneys in the Project Fund remaining after the Completion Date and
payment, or provision for payment, of the costs of financing the Project
described above, at the direction of the Authorized User Representative with
prior written consent of the Bank, promptly shall be:

                  (i) used to acquire, construct, renovate, equip and install
such additional real or personal property in connection with the Project as is
designated by the Authorized User Representative and approved in writing by the
Bank, and the acquisition, renovation, construction, equipping and installation
of which will be permitted under the Act, provided that any such use shall be
accompanied by evidence satisfactory to the Trustee that the average reasonably
expected economic life of such additional property, together with the other
property theretofore acquired with the proceeds of the Bonds, will not be less
than 5/6ths of the average maturity of the Bonds or, if such evidence is not
presented with the direction, an opinion of Bond Counsel to the effect that the
acquisition of such additional property will not result in the interest on the
Bonds becoming subject to federal income taxation;

                  (ii) used to reimburse the Bank for draws on the Letter of
Credit or to redeem Bonds in accordance with the terms of the Indenture;

                  (iii) used for the purchase of Bonds in the open market for
the purpose of cancellation; or

                  (iv) used to accomplish a combination of the foregoing as is
provided in that direction.

         In all cases such moneys shall be so used or applied only to the extent
that, as stated in an opinion of Bond Counsel delivered to the Trustee, such use
or application will not adversely affect the exclusion of the interest on the
Bonds from gross income for federal income tax purposes.

         In the event that all of the Bonds are either redeemed or accelerated
pursuant to the terms of the Indenture, any remaining funds in the Project Fund
shall be transferred to the Bond Fund.

         SECTION 3.5. USER REQUIRED TO PAY COSTS IN EVENT PROJECT FUND
INSUFFICIENT. If moneys in the Project Fund are not sufficient to pay all costs
of the Project, the User, nonetheless, will complete the Project in accordance
with the Plans and Specifications, unless the Bank consents in writing
otherwise, and, unless Additional Bonds shall have been issued for that purpose,
shall pay all such additional Project Costs from the User's own funds. The User
shall not be entitled to any reimbursement for any such additional Project Costs
from the Issuer, the Trustee or any Holder; nor shall it be entitled to any
abatement, diminution or postponement of its obligation to make the Loan
Payments.

         SECTION 3.6. COMPLETION DATE. The User shall notify the Issuer, the
Bank and the Trustee of the Completion Date by a certificate signed by the
Authorized User Representative stating:



                                       12
<PAGE>   17
                  (a) the date on which the Project was substantially completed,
which date shall be not later than three (3) years after initial delivery of the
Bonds or such later date as has been approved in writing by the Bank and as will
not, in the opinion of Bond Counsel, cause interest on the Bonds to become
includable in gross income for federal income tax purposes;

                  (b) that the acquisition, construction, renovation, equipping
and installation of the property comprising the Project has been accomplished in
such a manner as to conform with all applicable planning, building,
environmental and other similar governmental regulations in all material
respects;

                  (c) that except as provided in subsection (d) of this Section,
all costs of that acquisition, construction, renovation, equipping and
installation then or theretofore due and payable have been paid; and


                  (d) the amounts which the Trustee shall retain in the Project
Fund for the payment of the Project Costs not yet due or for liabilities which
the User is contesting or which otherwise should be retained and the reasons
such amounts should be retained.

         That certificate shall state that it is given without prejudice to any
rights against third parties which then exist or subsequently may come into
being. The Authorized User Representative shall include with that certificate a
statement specifically describing all items of personal property comprising a
part of the Project. The certificate shall be delivered as promptly as
practicable after the occurrence of the events and conditions referred to in
subsections (a) through (c) of this Section.

         SECTION 3.7. INVESTMENT OF FUND MONEYS. At the written or oral request
(promptly confirmed in writing) of the Authorized User Representative with the
written consent of the Bank, any moneys held as part of the Bond Fund (except
moneys held in the Bond Fund from draws on the Letter of Credit for purposes of
defeasing the Bonds pursuant to Article IX of the Indenture), the Project Fund
or the Rebate Fund shall be invested or reinvested by the Trustee in Eligible
Investments. The Issuer and the User each hereby covenants that it will
restrict that investment and reinvestment and the use of the proceeds of the
Bonds in such manner and to such extent, if any, as may be necessary, after
taking into account reasonable expectations at the time of delivery of and
payment for the Bonds, so that the Bonds will not constitute arbitrage bonds
under Section 148 of the Code.

         The User shall provide the Issuer with, and the Issuer may base its
certifications as authorized by the Act on, a certificate of the User for
inclusion in the transcript of proceedings for the Bonds, setting forth the
reasonable expectations of the User on the date of delivery of and payment for
the Bonds regarding the amount and use of the proceeds of the Bonds and the
facts, estimates and circumstances on which those expectations are based.

         SECTION 3.8. REBATE FUND. The User agrees to make such payments to the
Trustee as are


                                       13
<PAGE>   18
required of it under Section 5.11 of the Indenture. The obligation of the User
to make such payments shall remain in effect and be binding upon the User
notwithstanding the release and discharge of the Indenture.

         The User and the Issuer each covenants to the owners of the Bonds that,
notwithstanding any other provision of this Agreement or any other instrument,
it shall take no action, nor shall the User direct the Trustee to take or
approve the Trustee's taking any action or direct the Trustee to make or approve
the Trustee's making any investment or use of proceeds of the Bonds or any other
moneys which may arise out of or in connection with this Agreement, the
Indenture or the Project, which would cause the Bonds to be treated as
"arbitrage bonds" within the meaning of Section 148 of the Code. In addition,
the User covenants and agrees to comply with the requirements of Section 148(f)
of the Code as it may be applicable to the Bonds or the proceeds derived from
the sale of the Bonds or any other moneys which may arise out of, or in
connection with, this Agreement, the Indenture or the Project throughout the
term of the Bonds. No provision of this Agreement shall be construed to impose
upon the Trustee any obligation or responsibility for compliance with arbitrage
regulations, except as provided in the Indenture.


                                   ARTICLE IV
                     LOAN BY ISSUER; REPAYMENT OF THE LOAN;
                      LOAN PAYMENTS AND ADDITIONAL PAYMENTS

         SECTION 4.1. LOAN REPAYMENT; DELIVERY OF NOTES AND LETTER OF CREDIT.
Upon the terms and conditions of this Agreement, the Issuer will make the Loan
to the User. In consideration of and in repayment of the Loan, the User shall
make, as Loan Payments, payments sufficient in time and amount to pay when due
all Bond Service Charges, all as more particularly provided in the Note and any
Additional Notes. The Note shall be executed and delivered by the User
concurrently with the execution and delivery of this Agreement. All Loan
Payments shall be paid to the Trustee in accordance with the terms of the Notes
for the account of the Issuer and shall be held and applied in accordance with
the provisions of the Indenture and this Agreement. To the extent of payments
made with respect to Bond Service Charges pursuant to draws upon the Letter of
Credit, the User shall receive a credit against its obligation to make Loan
Payments under this Agreement and the Note.

         In connection with the issuance of any series of Additional Bonds
permitted by the Bank, the User shall execute and deliver to the Trustee an
Additional Note in a form substantially similar to the form of the Note. All
such Additional Notes shall:

                  (a) provide for payments of interest equal to the payments of
interest on the corresponding Additional Bonds;

                  (b) require payments of principal and prepayments and any
premium equal to the payments of principal, redemption payments and sinking fund
payments and any premium on the


                                       14
<PAGE>   19
corresponding Additional Bonds;

                  (c) require all payments on any such Additional Notes to be
made no later than the due dates for the corresponding payments to be made on
the corresponding Additional Bonds; and

                  (d) contain by reference or otherwise optional and mandatory
prepayment provisions and provisions in respect of the optional and mandatory
acceleration or prepayment of principal and any premium corresponding with the
redemption and acceleration provisions of the corresponding Additional Bonds.

         All Notes shall secure equally and ratably all outstanding Bonds,
except that, so long as no Event of Default described in paragraph (a), (b),
(c), (g) or (h) of Section 7.01 of the Indenture has occurred and is continuing,
payments by the User on the Note shall be used by the Trustee to reimburse the
Bank for drawings on the Letter of Credit used to pay Bond Service Charges on
the Bonds.

         Upon payment in full, in accordance with the Indenture, of the Bond
Service Charges on any series of Bonds, whether at maturity or by redemption or
otherwise, or upon provision for the payment thereof having been made in
accordance with the provisions of the Indenture, the Note issued concurrently
with those corresponding Bonds shall be deemed fully paid, the obligations of
the User thereunder shall be terminated, and any such Note shall be surrendered
by the Trustee to the User, and shall be canceled by the User.

         Except for such interest of the User and the Bank as may hereafter
arise pursuant to Section 5.07 or 5.08 of the Indenture, the User and the Issuer
each acknowledge that neither the User nor the Issuer has any interest in the
Bond Fund and any moneys deposited therein shall be in the custody of and held
by the Trustee in trust for the benefit of the Holders and, to the extent of
amounts due under the Reimbursement Agreement, the Bank.

         SECTION 4.2. ADDITIONAL PAYMENTS. The User shall pay to the Issuer, as
Additional Payments hereunder, within five days after request therefore made in
writing and specifying such costs and expenses with reasonable particularity any
and all reasonable costs and expenses actually incurred or to be paid by the
Issuer in connection with the issuance and delivery of the Bonds and Additional
Bonds or otherwise related to actions taken by the Issuer under this Agreement
or the Indenture.

         The User shall pay to the Trustee, the Registrar and any Paying Agent
or Authenticating Agent, their reasonable fees, charges and expenses for acting
as such under the Indenture.

         Any payment under this Section not paid when due shall bear interest at
the Interest Rate for Advances.

         SECTION 4.3. PLACE OF PAYMENTS. The User shall make all Loan Payments
directly to the


                                       15
<PAGE>   20
Trustee at its Columbus, Ohio office. Additional Payments shall be made directly
to the person or entity to whom or to which they are due.

         SECTION 4.4. OBLIGATIONS UNCONDITIONAL. Subject to the terms and
conditions of this Agreement, the obligations of the User to make Loan Payments,
Additional Payments and any payments required of the User under Section 4.3
hereof shall be absolute and unconditional, and the User shall make such
payments without abatement, diminution or deduction regardless of any cause or
circumstances whatsoever including, without limitation, any defense, set-off,
recoupment or counterclaim which the User may have or assert against the Issuer,
the Trustee, any Paying Agent or Authenticating Agent, the Bank or any other
Person; provided that the User may contest or dispute the amount of any such
obligation (other than Loan Payments) so long as such contest or dispute does
not result in an Event of Default under the Indenture.

         SECTION 4.5. ASSIGNMENT OF AGREEMENT AND REVENUES. To secure the
payment of Bond Service Charges, the Issuer shall assign to the Trustee, by the
Indenture, all its right, title and interest in and to the Revenues, the
Agreement (except for Unassigned Issuer's Rights) and the Note. The User hereby
agrees and consents to that assignment.

         SECTION 4.6. LETTER OF CREDIT. Simultaneously with the initial delivery
of the Bonds pursuant to the Indenture and the Bond Placement Agreement, the
User shall cause the Bank to issue and deliver to the Trustee the Letter of
Credit, in substantially the form attached to the Reimbursement Agreement and
made a part thereof. The Letter of Credit may be replaced by an Alternate Letter
of Credit complying with the provisions of Section 5.09 of the Indenture.

         SECTION 4.7. USURY. Anything herein to the contrary notwithstanding, it
is the intention of the parties hereto to conform strictly to the usury laws in
force that are applicable to this transaction. Accordingly, all agreements among
the parties hereto and beneficiaries hereof and their assigns or any of them,
whether now existing or hereafter arising, and whether written or oral, are
hereby limited so that in no contingency, whether by reason of acceleration of
amounts due hereunder or any part thereof or otherwise, shall the interest
(including all sums that are deemed to be interest) contracted for, charged or
received hereunder and/or with respect to the purchase of the Project exceed the
maximum amount permissible under applicable law. The parties hereto agree that
to the extent interest is payable by the User under this Agreement, Chapter 303,
Texas Finance Code, as amended, shall apply, and, to the extent Chapter 303,
Texas Finance Code is applicable to this Agreement, the indicated rate ceiling
thereunder shall apply.


                                    ARTICLE V
                       ADDITIONAL AGREEMENTS AND COVENANTS

         SECTION 5.1. RIGHT OF INSPECTION. Subject to reasonable security and
safety regulations and upon reasonable notice, the Issuer, the Bank and the
Trustee, and their respective agents, shall have the right during normal
business hours to inspect the Project, provided, however, the Bank, and


                                       16
<PAGE>   21
to the extent authorized by law, the Trustee and the Issuer shall keep any
records related to the Project confidential.

         SECTION 5.2. SALE, LEASE OR GRANT OF USE BY USER. Subject to the
provisions of the Reimbursement Agreement and any other agreement to which the
User is a party or by which it is bound, the User may sell, lease or grant the
right to occupy and use the Project, in whole or in part, to others, provided
that:

                  (a) No such sale, lease or grant shall relieve the User from
the User's obligations under this Agreement or the Notes;

                  (b) In connection with any such sale, lease or grant the User
shall retain such rights and interests as will permit the User to comply with
the User's obligations under this Agreement and the Notes; and

                  (c) No such sale, lease or grant shall impair materially the
purposes of the Act to be accomplished by operation of the Project as herein
provided or adversely affect the exclusion from gross income for federal income
tax purposes of the interest on the Bonds.

         SECTION 5.3. INDEMNIFICATION. The User releases the Department, its
directors, employees, and agents and the Issuer and the Governmental Unit, their
respective officers, directors, employees, agents and attorneys (the
"Indemnified Parties") from, and the Indemnified Parties shall not be liable
for, and shall indemnify the Indemnified Parties against, all liabilities,
claims, costs and expenses, including attorneys fees and expenses, litigation,
court costs, amounts paid in settlement and amounts paid to discharge judgments,
imposed upon, incurred or asserted against the Indemnified Parties on account
of: (a) any loss or damage to property or injury to or death of or loss by any
person that may be occasioned by any cause whatsoever pertaining to the
acquisition, construction, installation, equipping, maintenance, operation or
use of the Project; (b) any breach or default on the part of the User in the
performance of any covenant or agreement of the User under this Agreement, the
Reimbursement Agreement, the Note or any related document, or arising from any
act or failure to act by the User, or any of the User's agents, contractors,
servants, employees or licensees; (c) the authorization, issuance, sale,
trading, redemption or servicing of the Bonds, and the provision of any
information or certification furnished in connection therewith concerning the
Bonds, the Project, the User including, without limitation, the Preliminary
Offering Memorandum and the Offering Memorandum (each as defined in the Bond
Placement Agreement), any information furnished by the User for, and included
in, or used as a basis for preparation of, any certifications, information
statements or reports furnished by the Issuer, and any other information or
certification obtained from the User to assure the exclusion of the interest on
the Bonds from gross income of the Holders thereof for federal income tax
purposes; (d) any action required to be taken by the Issuer under this
Agreement, the Bond Resolution, the Bond Placement Agreement or the Indenture;
(e) the User's failure to comply with any requirement of this Agreement or the
Code pertaining to such exclusion of that interest, including the covenants in
Section 5.4 hereof; and (f) any claim, action or proceeding brought with respect
to the matters set forth in (a), (b), (c), (d), or (e) above.


                                       17
<PAGE>   22
         The User agrees to indemnify the Trustee for, and to hold it harmless
against, all reasonable liabilities, claims, costs and expenses incurred without
gross negligence or willful misconduct on the part of the Trustee on account of
any action taken or omitted to be taken by the Trustee in accordance with the
terms of this Agreement, the Bonds, the Reimbursement Agreement, the Letter of
Credit, the Notes or the Indenture, or any action taken at the request of or
with the consent of the User, including the reasonable costs and expenses of the
Trustee in defending itself against any such claim, action or proceeding brought
in connection with the exercise or performance of any of its powers or duties
under this Agreement, the Bonds, the Indenture, the Reimbursement Agreement, the
Letter of Credit or the Notes.

         In case any action or proceeding is brought against the Issuer or the
Trustee in respect of which indemnity may be sought hereunder, the party seeking
indemnity promptly shall give notice of that action or proceeding to the User,
and the User upon receipt of that notice shall have the obligation and the right
to assume the defense of the action or proceeding; provided, that failure of a
party to give that notice shall not relieve the User from any of the User's
obligations under this Section. An indemnified party at its own expense may
employ separate counsel and participate in the defense. The User shall not be
liable for any settlement made without the User's consent.

         The indemnification set forth above is intended to and shall include
the indemnification of all affected officials, directors, officers and employees
of the Issuer, the Governmental Unit, the Department and the Trustee,
respectively. That indemnification is intended to and shall be enforceable by
the Issuer, the Governmental Unit and the Trustee, respectively, to the full
extent permitted by law.

         THE PROVISIONS OF SECTIONS 5.3 SHALL REMAIN AND BE IN FULL FORCE AND
EFFECT EVEN IF ANY SUCH LIABILITY, COST, EXPENSE, DAMAGE, OR LOSS OR CLAIM
THEREFOR BY ANY PERSON, DIRECTLY OR INDIRECTLY RESULTS FROM, ARISES OUT OF, OR
RELATES TO, OR IS ASSERTED TO HAVE RESULTED FROM, ARISE OUT OF, OR BE RELATED
TO, IN WHOLE OR IN PART, ONE OR MORE NEGLIGENT ACTS OR OMISSIONS (OTHER THAN, IN
THE CASE OF AN INDEMNIFIED PARTY, AS A RESULT OF WILLFUL MISCONDUCT OR BAD FAITH
OF THE PARTY SEEKING INDEMNITY OR, IN THE CASE OF THE TRUSTEE, AS A RESULT OF
GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BAD FAITH ON THE PART OF THE TRUSTEE)
OF THE PARTY SEEKING INDEMNITY, IN CONNECTION WITH THE MATTERS SET FORTH
THEREIN.

         SECTION 5.4. NO ARBITRAGE. The Issuer and the User hereby covenant with
each other and with the Holders that they will make no use, directly or
indirectly, of the proceeds of the Bonds at any time which will cause the Bonds
to be arbitrage bonds within the meaning of Section 148 of the Code or the
regulations pertaining thereto; and by this covenant the Issuer and the User are
obligated to comply with the requirements of the aforesaid Section 148 and the
pertinent regulations.

         SECTION 5.5. TAX-EXEMPT STATUS OF INTEREST ON THE BONDS. The User and
Issuer covenant


                                       18
<PAGE>   23
to refrain from such action which would adversely affect the treatment of the
Bonds as obligations described in Section 103 of the Code, the interest on which
is excludable from "gross income" of the holder for purposes of federal income
taxation. In furtherance thereof, the User covenants as follows:

                  (a) not to use or invest nor to permit the use or investment
of proceeds of the Bonds (including investment earnings thereon) or the
facilities constituting the Project in a manner that would result in the Bonds
not being "qualified small issue bonds" within the meaning of Section 141(e) of
the Code;

                  (b) to use at least 95 percent of the proceeds of the Bonds to
provide for the payment of costs of the acquisition, construction,
reconstruction, equipment or improvement of land or depreciable property, and
paid for subsequent to August 7, 1997;

                  (c) during the six-year period beginning on a date three years
prior to the date of issue of the Bonds and ending three years after such date,
will not pay or incur or permit any related person or "principal user" of the
Project to pay or incur capital expenditures (within the meaning of Section 263
of the Code) for facilities located in Travis County, Texas to the extent that
such expenditures when added to the aggregate face amount of the Bonds would
exceed $10,000,000;

                  (d) that the User will be the only principal user of the
Project;

                  (e) that all outstanding obligations the interest on which is
exempt from federal income taxation pursuant to Section 103 of the Code which
are allocated to the User (or persons related to the User) do not as of the date
of issue and will not, at any time during the three-year period commencing on
the later of such date or the date on which the Project was placed-in-service,
exceed $40,000,000;

                  (f) that the User will not cause the Bonds to be treated as
"federally guaranteed" obligations for purposes of Section 149 of the Code, as
may be modified in any applicable rules, rulings, policies, procedures,
regulations or other official statements promulgated or proposed by the
Department of the Treasury or the Internal Revenue Service with respect to the
"federally guaranteed" obligations described in Section 149 of the Code as in
effect on the date of this Agreement. For purposes of this paragraph, the Bonds
shall be treated as "federally guaranteed" if (i) all or any portion of the
principal or interest is or will be guaranteed directly or indirectly by the
United States of America or any agency or instrumentality thereof, or (ii) a
significant portion of the proceeds of the Bonds will be (A) used in making
loans the payment of principal or interest with respect to which is to be
guaranteed in whole or in part by the United States of America or any agency or
instrumentality thereof, or (B) invested directly or indirectly in federally
insured deposits or accounts, and (iii) such guarantee is not described in
Section 149(b) of the Code;

                  (g) that the costs of issuing the Bonds which are financed
with proceeds of the Bonds will not exceed an amount equal to two percent of the
proceeds received from the sale of the Bonds. Such amounts will not be taken
into account in satisfying the requirement stated above that


                                       19
<PAGE>   24
at least 95 percent of the Bond proceeds be used to provide the facilities. Any
costs of issuance in excess of two percent shall be an out-of-pocket expense of
the User;

                  (h) that no portion of the proceeds of the Bonds are to be
used to provide the following: an airplane, a skybox or other private luxury
box, a facility primarily used for gambling or any store the principal business
of which is the sale of alcoholic beverages for consumption off premises;

                  (i) to comply with the limitations imposed by Section 147(c)
of the Code (relating to the limitation on the use of proceeds to acquire
land)and Section 147(d) of the Code (relating to restrictions on the use of bond
proceeds to acquire existing buildings, structures or other property);

                  (j) that the User shall make such use of the proceeds of the
Bonds and any other funds constituting gross proceeds (whether or not held by
the Trustee under the Indenture) which are allocable to the Bonds, restrict the
investment of such proceeds and other funds, and take such further action as may
be required so that the Bonds will not constitute "arbitrage bonds" under
Section 148 of the Code and the regulations. In particular, but not by way of
limitation, the User covenants that it will provide written instructions to the
Trustee with respect to investments in accordance with the Indenture;

                  (k) that the User shall immediately remit to the Trustee for
deposit in the Rebate Fund any deficiency with respect to the Rebate Amount as
required by Section 5.11 of the Indenture;

                  (l) the User agrees to provide all information required with
respect to Nonpurpose Investments (within the meaning of Section 148 of the
Code) not held in any Fund under the Indenture; and

                  (m) that, at no time during the period which the Bonds remain
outstanding, will proceeds invested in Nonpurpose Investments (within the
meaning of Section 148 of the Code) at a yield higher than the yield on the
Bonds, other than amounts invested pursuant to an initial temporary period or as
part of a bona fide debt service fund, exceed 150 percent of the debt service on
the issue for the bond year and that the aggregate amount so invested will be
promptly and appropriately reduced as the amount of outstanding obligations
constituting the Bonds is reduced.

                  (n) the User shall monitor the capital expenditures incurred
by it and by any other "principal user" of the Project, with respect to the
Project or elsewhere within Travis County, Texas. Within 30 days after each of
the first, second and third anniversary dates of the issuance of the Bonds, the
User shall file with the Trustee and the Remarketing Agent a report showing
cumulative capital expenditures which must be counted for purposes of the $10
million capital expenditure limitation contained in Section 144(a) of the Code.
Such report shall be certified as true and accurate by the Authorized User
Representative.


                                       20
<PAGE>   25
                  (o) the User shall account for on its books and records the
expenditure of proceeds from the sale of the Bonds and any investment earnings
thereon to be used for the Project by allocating proceeds to expenditures within
18 months of the later of the date that (a) the expenditure on a component of
the Project is made or (b) each such component of the Project is completed;
however, the foregoing notwithstanding, the User shall not expend such proceeds
or investment earnings more than 60 days after the later of (a) the fifth
anniversary of the date of delivery of the Bonds or (b) the date the Bonds are
retired, unless the User obtains an opinion of nationally-recognized bond
counsel substantially to the effect that such expenditure will not adversely
affect the tax-exempt status of the Bonds. For purposes of this subsection, the
User shall not be obligated to comply with this covenant if it obtains an
opinion of nationally-recognized bond counsel to the effect that such failure to
comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.

                  (p) any property constituting part of the Project will not be
sold or otherwise disposed in a transaction resulting in the receipt by the User
of cash or other compensation, unless the User obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or
other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of this subsection, the portion of the property comprising personal
property and disposed of in the ordinary course of business shall not be treated
as a transaction resulting in the receipt of cash or other compensation. For
purposes of this subsection, the User shall not be obligated to comply with this
covenant if it obtains an opinion of nationally-recognized bond counsel to the
effect that such failure to comply will not adversely affect the excludability
for federal income tax purposes from gross income of the interest.

         The covenants and representations contained in Section 5.4 and 5.5 of
this Agreement are intended to assure compliance with the Code and any
regulations promulgated by the U.S. Department of Treasury pursuant thereto. In
the event that regulations are hereafter promulgated which modify or expand
provisions of the Code, the User will not be required to comply with a covenant
contained in this section to the extent that such failure to comply, in the
opinion of Bond Counsel, will not adversely affect the exemption from federal
income taxation of interest on the Bonds under Section 103(a) of the Code. In
the event that regulations are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the User and the Issuer agree to
comply with such additional reasonable requirements to the extent necessary, in
the opinion of Bond Counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under Section 103(a) of the Code. In
furtherance of such intention, the Issuer hereby authorizes and directs the
President or Vice President to execute any documents, certificates or reports
required by the Code and to make such elections, on behalf of the Issuer, which
may be permitted by the Code as are consistent with the purpose for the issuance
of the Bonds.

         In order to facilitate compliance with the above covenants (k), (l) and
(m), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of
the United States of America, and such fund shall not be subject to the claim of
any other person, including without limitation, the bondholders. The Rebate Fund
is established for the additional purpose of compliance with Section 148 of the


                                       21
<PAGE>   26
Code.

         The Issuer hereby elects to have the provisions as to the $10 million
limit in Section 144(a)(4) of the Code apply to the Bonds.

         SECTION 5.6. PAYMENT TO REBATE FUND. The User hereby covenants and
agrees to make the determinations and to pay any deficiency in the Rebate Fund,
at the times and as described in Section 5.11 of the Indenture. In any event, if
the amount of cash held in the Rebate Fund shall be insufficient to permit
Trustee to make payment to the United States of any amount due under Section
148(f)(2) of the Code, the User forthwith shall pay the amount of such
insufficiency on such date to Trustee in immediately available funds. The
obligations of the User under this Section 5.6 are direct obligations of the
User, acting under the authorization of, and on behalf of, the Issuer and the
Issuer shall have no further obligation or duty with respect to the Rebate Fund.

         SECTION 5.7. ASSIGNMENT BY ISSUER. Except for the assignment of this
Agreement to the Trustee, the Issuer shall not attempt to further assign,
transfer or convey its interest in the Revenues or this Agreement or create any
pledge or lien of any form or nature with respect to the Revenues or the
payments hereunder.

         SECTION 5.8. USER'S PERFORMANCE UNDER INDENTURE. By execution and
delivery of this Agreement, the User hereby approves the Bond Resolution and the
Indenture. It is hereby agreed that the foregoing approval of the Bond
Resolution and the Indenture constitutes the acknowledgment and agreement of the
User that the Bonds, when issued, sold, and delivered as provided in the Bond
Resolution and the Indenture, will be issued in accordance with and in
compliance with this Agreement or any other contract or agreement to the
contrary. Any Bondholder is entitled to rely fully and unconditionally on the
foregoing approval. Notwithstanding any provisions of this Agreement or any
other contract or agreement to the contrary, the User's approval of the Bond
Resolution and the Indenture shall be the User's agreement that all covenants
and provisions in this Agreement and the Indenture affecting the User shall,
upon the delivery of the Bonds and the Indenture, become unconditional, valid
and binding covenants and obligations of the User so long as the Bonds and the
interest thereon are outstanding and unpaid. The User has examined the Indenture
and approves the form and substance of, and agrees to be bound by, its terms.
The User, for the benefit of the Issuer and the Bondholders, shall do and
perform all acts and things required or contemplated in the Indenture to be done
or performed by the User. The User is a third party beneficiary of certain
provisions of the Indenture, and Section 8.05 of the Indenture is hereby
incorporated herein by reference.

         SECTION 5.9. COMPLIANCE WITH LAWS. The User shall, throughout the term
of this Agreement, promptly comply or cause compliance in all material respects
with all laws, ordinances, orders, rules, regulations and requirements of duly
constituted public authorities which may be applicable to the Project or to the
repair and alteration thereof, or to the use or manner of use of the Project or
to the User's and any lessee's operations on the Project Site. Notwithstanding
the foregoing, the User shall have the right to contest or cause to be contested
the legality or the


                                       22
<PAGE>   27
applicability of any such law, ordinance, order, rule, regulation or requirement
so long as, in the opinion of counsel satisfactory to the Trustee and the Bank,
such contest shall not in any way materially adversely affect or impair the
obligations of the User hereunder or any right or interest of the Trustee or the
Bank in, to and under the Indenture or this Agreement.

         SECTION 5.10. TAXES, PERMITS, UTILITY AND OTHER CHARGES. The User shall
pay and discharge or cause to be paid and discharged, promptly as and when the
same shall become due and payable, all taxes (including specifically any sales
and use taxes) and governmental charges of any kind whatsoever that may be
lawfully assessed against the Issuer, the Trustee, the Bank or the User with
respect to the Project or any portion thereof. The User may in good faith
contest or cause to be contested any such tax or governmental charge, and in
such event may permit such tax or governmental charge to remain unsatisfied
during the period of such contest and may appeal therefrom unless in the opinion
of counsel satisfactory to the Trustee and the Bank by such action any right or
interest of the Trustee or the Bank in, to and under the Indenture or this
Agreement shall be materially endangered or the Project or any part thereof,
shall become subject to imminent loss or forfeiture, in which event such tax or
governmental charge shall be paid prior to any such loss or forfeiture. The User
shall procure or has caused to be procured any and all necessary building
permits, other permits, licenses and other authorizations required for the
lawful and proper acquisition, renovation, construction, equipping and
installation of the property comprising the Project and Project Site for the
lawful and proper use and operation of the Project.

         SECTION 5.11. CONTINUED EXISTENCE. During the term of this Agreement,
except as otherwise provided in or permitted pursuant to the Reimbursement
Agreement, or unless otherwise provided by law, the User shall maintain its
existence and continue to be a duly formed and validly existing corporation
under the laws of the State of Texas.

         SECTION 5.12. REMOVAL OF PORTIONS OF THE PROJECT. The User shall have
the right, from time to time, subject to the terms of the Reimbursement
Agreement, to remove, substitute or modify any portion of the Project, provided
that such removal, substitution or modification shall not impair the character
of the Project as a "project" within the meaning of the Act. Any such
substituted or modified property shall be included under the terms of this
Agreement as part of the Project.

         SECTION 5.13. GOVERNMENTAL REGULATION. The User recognizes and agrees
that this Agreement and the issuance of the Bonds pursuant hereto will not
diminish or limit the authority of the United States Environmental Protection
Agency, the Texas Natural Resources Conservation Commission, the Texas Water
Development Board, or any other State agency or local governments in performing
any of the powers, functions and duties vested in such entities by federal and
state laws, and that all applicable laws shall be enforced without regard to
ownership of the Project; and that the User will not be relieved of any
responsibility under any applicable federal or state laws or regulations
pertaining to pollution control, either now, or during, or after the
acquisition, construction and improvement of the Project.


                                       23
<PAGE>   28
                                   ARTICLE VI
                               REDEMPTION OF BONDS

         SECTION 6.1. OPTIONAL REDEMPTION. Provided no Event of Default shall
have occurred and be continuing at any time and from time to time, the User may
deliver moneys to the Trustee in addition to Loan Payments or Additional
Payments required to be made and direct the Trustee to use the moneys so
delivered for the purpose of purchasing Bonds or of reimbursing the Bank for
drawings on the Letter of Credit used to redeem Bonds called for optional
redemption in accordance with the applicable provisions of the Indenture.

         SECTION 6.2. EXTRAORDINARY OPTIONAL REDEMPTION. With the written
consent of the Bank, the User shall have, subject to the conditions hereinafter
imposed, the option to direct the redemption by the Issuer, at a redemption
price of 100% of principal amount and accrued interest, of the entire unpaid
principal balance of the Bonds in accordance with the applicable provisions of
the Indenture upon the occurrence of any of the following events:

                  (a) The Project or Project Site shall have been damaged or
destroyed to such an extent that (1) the Project or Project Site cannot
reasonably be expected to be restored, within a period of nine months, to the
condition thereof immediately preceding such damage or destruction or (2) normal
use and operation of the Project or the Project Site is reasonably expected to
be prevented for a period of three consecutive months;

                  (b) Title to, or the temporary use of, all or a significant
part of the Project or Project Site shall have been taken under the exercise of
the power of eminent domain (1) to such extent that the Project or Project Site
cannot reasonably be expected to be restored within a period of nine months to a
condition of usefulness comparable to that existing prior to the taking or (2)
as a result of the taking, normal use and operation of the Project or Project
Site is reasonably expected to be prevented for a period of nine consecutive
months;

                  (c) As a result of any changes in the Constitution of the
State, the Constitution of the United States of America, or state or federal
laws, or as a result of legislative or administrative action (whether state or
federal) or by final decree, judgment or order of any court or administrative
body (whether state or federal) entered after the contest thereof by the Issuer,
the Trustee or the User in good faith, this Agreement shall have become void or
unenforceable or impossible of performance in accordance with the intent and
purpose of the parties as expressed in this Agreement, or if unreasonable
burdens or excessive liabilities shall have been imposed with respect to the
Project or Project Site or the operation thereof, including, without limitation,
federal, state or other ad valorem, property, income or other taxes not being
imposed on the date of this Agreement other than ad valorem taxes presently
levied upon privately owned property used for the same general purpose as the
Project or the Project Site; or

                  (d) Changes in the economic availability of raw materials,
operating supplies, energy sources or supplies, or facilities (including, but
not limited to, facilities in connection with


                                       24
<PAGE>   29
the disposal of industrial wastes) necessary for the operation of the Project or
the Project Site shall have occurred or technological or other changes shall
have occurred which the User cannot reasonably overcome or control and which in
the User's reasonable judgment render the operation of the Project or the
Project Site uneconomic.

         The User also shall have the option, with the written consent of the
Bank, in the event that title to or the temporary use of a portion of the
Project or the Project Site shall be taken under the exercise of the power of
eminent domain, even if the taking is not of such nature as to permit the
exercise of the redemption option upon an event specified in clause (b) above,
to direct the redemption by the Issuer, at a redemption price of 100% of the
principal amount thereof prepaid, plus accrued interest to the redemption date,
of that part of the outstanding principal balance of the Bonds as may be payable
from the proceeds received by the User (after the payment of costs and expenses
incurred in the collection thereof) in the eminent domain proceeding, provided
that the User shall furnish to the Issuer and the Trustee a certificate of an
Engineer stating that (1) the property comprising the part of the Project or the
Project Site taken is not essential to continued operations of the Project in
the manner existing prior to that taking, (2) the Project has been restored to a
condition substantially equivalent to that existing prior to the taking, or (3)
other improvements have been acquired or made which are suitable for the
continued operation of the Project.

         To exercise any option under this Section, the User within 90 days
following the event authorizing the exercise of that option, or at any time
during the continuation of the condition referred to in clause (d) of the first
paragraph of this Section, shall give notice to the Issuer and to the Trustee
specifying the date of redemption, which date shall be not more than 90 days
from the date that notice is mailed, and shall make arrangements satisfactory to
the Trustee for the giving of the required notice of redemption.

         The rights and options granted to the User in this Section may be
exercised whether or not the User is in default hereunder; provided, that such
default will not relieve the User from performing those actions which are
necessary to exercise any such right or option granted hereunder.


         SECTION 6.3. MANDATORY REDEMPTION OF BONDS. If, as provided in the
Bonds and the Indenture, the Bonds become subject to mandatory redemption, upon
the date requested by the Trustee, the User shall pay to the Trustee moneys
sufficient to pay in full the Bonds in accordance with the mandatory redemption
provisions relating thereto set forth in the Indenture.

         SECTION 6.4. ACTIONS BY ISSUER. At the request of the User or the
Trustee, the Issuer shall take all steps required of it under the applicable
provisions of the Indenture or the Bonds to effect the redemption of all or a
portion of the Bonds pursuant to this Article VI.

         SECTION 6.5. REQUIRED DEPOSITS FOR OPTIONAL REDEMPTION. Except with the
prior written consent of the Bank, the Trustee shall not give notice of call to
the Holders pursuant to the optional redemption provisions of Section 4.01 of
the Indenture and Sections 6.1 and 6.2 hereof unless, prior


                                       25
<PAGE>   30
to the date by which the call notice is to be given, there shall be on deposit
with the Trustee Eligible Funds sufficient to redeem at the redemption price
thereof, including premium (if any) and interest accrued to the redemption date,
all Bonds for which notice of redemption is to be given.

         All amounts paid by the User pursuant to this Article which are used to
pay principal of, premium, if any, or interest on the Bonds, or to reimburse the
Bank for moneys drawn under the Letter of Credit and used for such purposes,
shall constitute prepaid Loan Payments.


                                   ARTICLE VII
                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 7.1. EVENTS OF DEFAULT. Each of the following shall be an Event
of Default:

                  (a) The User shall fail to pay when due any Loan Payment;

                  (b) Any representation or warranty by the User contained
herein or in any certificate or instrument delivered by the User pursuant hereto
or in connection with the issuance of the Bonds or any Additional Bonds is false
or misleading in any material respect;

                  (c) The User shall fail to observe and perform any other
agreement, term, covenant or condition contained in this Agreement, and the
continuation of such failure for a period of 30 days after notice thereof shall
have been given to the User by the Issuer or the Trustee, or for such longer
period as the Issuer and the Trustee may agree to in writing; provided, that if
the failure is other than the payment of money and is of such nature that it can
be corrected but not within the applicable period, that failure shall not
constitute an Event of Default so long as the User institutes curative action
within the applicable period and diligently pursues that action to completion;

                  (d) The User shall: (i) admit in writing its inability to pay
its debts generally as they become due; (ii) have an order for relief entered in
any case commenced by or against it under the federal bankruptcy laws, as now or
hereafter in effect; (iii) commence a proceeding under any other federal or
state bankruptcy, insolvency, reorganization or similar law, or have such a
proceeding commenced against it and either have an order of insolvency or
reorganization entered against it or have the proceeding remain undismissed and
unstayed for 90 days; (iv) make an assignment for the benefit of creditors; or
(v) have a receiver or trustee appointed for it or for the whole or any
substantial part of its property; or

                  (e) There shall occur an "Event of Default" as defined in
Section 7.01 of the Indenture.

         Notwithstanding the foregoing, if, by reason of Force Majeure, the User
is unable to perform or observe any agreement, term or condition hereof which
would give rise to an Event of Default under subsection (c) hereof (provided
that such failure is other than the payment of money), the User


                                       26
<PAGE>   31
shall not be deemed in default during the continuance of such inability.
However, the User shall promptly give notice to the Trustee and the Issuer of
the existence of an event of Force Majeure and shall use its best efforts to
remove the effects thereof; provided that the settlement of strikes or other
industrial disturbances shall be entirely within the User's discretion.

         The term Force Majeure shall mean, without limitation, the following:

                  (i) acts of God; strikes; lockouts or other industrial labor
disturbances; acts of public enemies; orders or restraints of any kind of the
government of the United States of America or of the State or any of their
departments, agencies, political subdivisions or officials, or any civil or
military authority; insurrections; civil disturbances; riots; epidemics;
landslides; lightning; earthquakes; fires; hurricanes; tornados; storms; blue
northers; droughts; floods; arrests; restraint of government and people;
explosions; breakage, malfunction or accident to facilities, machinery,
transmission pipes or canals; partial or entire failure of utilities; shortages
of labor, materials, supplies or transportation; or

                  (ii) any cause, circumstance or event not reasonably within
the control of the User. 
         
         The declaration of an Event of Default under subsection (d) above, and
the exercise of remedies upon any such declaration, shall be subject to any
applicable limitations of federal bankruptcy law affecting or precluding that
declaration or exercise during the pendency of or immediately following any
bankruptcy, liquidation or reorganization proceedings.

         SECTION 7.2. REMEDIES ON DEFAULT. Whenever an Event of Default shall
have happened and be continuing, any one or more of the following remedial steps
may be taken:

                  (a) If and only if acceleration of the principal amount of the
Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee
shall declare all Loan Payments and Notes to be immediately due and payable,
whereupon the same shall become immediately due and payable;

                  (b) The Bank or the Trustee may have access to, inspect,
examine and make copies of the books, records, accounts and financial data of
the User pertaining to the Project; and

                  (c) The Issuer or the Trustee may pursue all remedies now or
hereafter existing at law or in equity to collect all amounts then due and
thereafter to become due under this Agreement, the Letter of Credit or the Notes
or to enforce the performance and observance of any other obligation or
agreement of the User under those instruments including, without limitation,
exercise the remedies of mandamus or the appointment of a receiver in equity
with the power to charge and collect rents, purchase price payments, and Loan
Payments and to apply Revenues from the Project in accordance with the terms
hereof and the Indenture.

         Notwithstanding the foregoing, the Issuer shall not be obligated to
take any step which in its


                                       27
<PAGE>   32
opinion will or might cause it to expend time or money or otherwise incur
liability unless and until a satisfactory indemnity bond has been furnished to
the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan
Payments or applicable to Loan Payments and any other amounts which would be
applicable to payment of Bond Service Charges collected pursuant to action taken
under this Section shall be paid into the Bond Fund and applied in accordance
with the provisions of the Indenture or, if the outstanding Bonds have been paid
and discharged in accordance with the provisions of the Indenture, shall be paid
as provided in Section 5.08 of the Indenture for transfers of remaining amounts
in the Bond Fund.

         The provisions of this Section are subject to the further limitation
that the rescission by the Trustee of its declaration that all of the Bonds are
immediately due and payable also shall constitute an annulment of any
corresponding declaration made pursuant to paragraph (a) of this Section and a
waiver and rescission of the consequences of that declaration and of the Event
of Default with respect to which that declaration has been made, provided that
no such waiver or rescission shall extend to or affect any subsequent or other
default or impair any right consequent thereon.

         SECTION 7.3. NO REMEDY EXCLUSIVE. No remedy conferred upon or reserved
to the Issuer or the Trustee by this Agreement is intended to be exclusive of
any other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement, the Letter of Credit or any Note, or now or hereafter existing at
law, in equity or by statute. No delay or omission to exercise any right or
power accruing upon any default shall impair that right or power or shall be
construed to be a waiver thereof (unless so stated in writing), but any such
right and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Issuer or the Trustee to exercise any remedy
reserved to it in this Article, it shall not be necessary to give any notice,
other than any notice required by law or for which express provision is made
herein.

         SECTION 7.4. AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES. If an Event
of Default should occur and the Issuer or the Trustee should incur expenses,
including attorneys' fees, in connection with the enforcement of this Agreement,
the Letter of Credit or any Note or the collection of sums due thereunder, the
User shall reimburse the Issuer and the Trustee, as applicable, for the
reasonable expenses so incurred upon demand.

         SECTION 7.5. NO WAIVER. No failure by the Issuer or the Trustee to
insist upon the strict performance by the User of any provision hereof shall
constitute a waiver of their right to strict performance and no express waiver
shall be deemed to apply to any other existing or subsequent right to remedy the
failure by the User to observe or comply with any provision hereof.

         The Issuer and the Trustee may waive any Event of Default hereunder
only with the prior written consent of the Bank.

         SECTION 7.6. NOTICE OF DEFAULT. The User or the Issuer shall notify the
Trustee and the Bank immediately if it becomes aware of the occurrence of any
Event of Default hereunder or of any


                                       28
<PAGE>   33
fact, condition or event which, with the giving of notice or passage of time or
both, would become an Event of Default.

         SECTION 7.7. REMEDIES SUBJECT TO BANK'S DIRECTION. Except in the case
of an Event of Default pursuant to Section 7.01(g) or (h) of the Indenture, the
Bank shall have the right to direct the remedies to be exercised by the Trustee,
whether under Article VII of this Agreement or under Article VII of the
Indenture.


                                  ARTICLE VIII
                                  MISCELLANEOUS

         SECTION 8.1. TERM OF AGREEMENT. This Agreement shall be and remain in
full force and effect from the date of initial delivery of the Bonds until such
time as all of the Bonds shall have been fully paid (or provision made for such
payment) pursuant to the Indenture and all other sums payable by the User under
this Agreement and the Notes shall have been paid, except for obligations of the
User under Sections 3.8, 4.2, 5.3 and 7.4 hereof, which shall survive any
termination of this Agreement.

         SECTION 8.2. NOTICES. All notices, certificates, requests or other
communications hereunder shall be in writing and shall be deemed to be
sufficiently given when mailed by registered or certified mail, postage prepaid,
and addressed to the appropriate Notice Address. A duplicate copy of each
notice, certificate, request or other communication given hereunder to the
Issuer, the User, the Bank or the Trustee shall also be given to the others. The
User, the Issuer, the Bank and the Trustee, by notice given hereunder, may
designate any further or different addresses to which subsequent notices,
certificates, requests or other communications shall be sent.

         SECTION 8.3. EXTENT OF COVENANTS OF THE ISSUER; NO PERSONAL LIABILITY.
All covenants, obligations and agreements of the Issuer contained in this
Agreement or the Indenture shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be
deemed to be a covenant, obligation or agreement of any present or future
member, officer, agent or employee of the Issuer or the Governmental Unit in
other than his official capacity, and neither the members of the Governmental
Unit nor any official executing the Bonds shall be liable personally on the
Bonds or be subject to any personal liability or accountability by reason of the
issuance thereof or by reason of the covenants, obligations or agreements of the
Issuer contained in this Agreement or in the Indenture.

         SECTION 8.4. BINDING EFFECT. This Agreement shall inure to the benefit
of and shall be binding in accordance with its terms upon the Issuer, the User
and their respective successors and assigns; provided that this Agreement may
not be assigned by the User (except in connection with a sale, lease or grant of
use pursuant to Section 5.2 hereof) and may not be assigned by the Issuer except
to the Trustee pursuant to the Indenture or as otherwise may be necessary to
enforce or secure payment of Bond Service Charges. This Agreement may be
enforced only by the parties, their


                                       29
<PAGE>   34
assignees and others who may, by law, stand in their respective places.

         SECTION 8.5. AMENDMENTS AND SUPPLEMENTS. Except as otherwise expressly
provided in this Agreement, any Note or the Indenture, subsequent to the
issuance of the Bonds and prior to all conditions provided for in the Indenture
for release of the Indenture having been met, this Agreement or any Note may not
be effectively amended, changed, modified, altered or terminated except in
accordance with the applicable provisions of Article XI of the Indenture.

         SECTION 8.6. EXECUTION COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be regarded as an original and
all of which shall constitute but one and the same instrument.

         SECTION 8.7. SEVERABILITY. If any provision of this Agreement, or any
covenant, obligation or agreement contained herein, is determined by a court of
competent jurisdiction to be invalid or unenforceable, that determination shall
not affect any other provision, covenant, obligation or agreement, each of which
shall be construed and enforced as if the invalid or unenforceable portion were
not contained herein. That invalidity or unenforceability shall not affect any
valid and enforceable application thereof, and each such provision, covenant,
obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.

         SECTION 8.8. SALES AND USE TAX EXEMPTION. The User has not and will not
maintain that it is entitled, by virtue of the Project being financed under the
Act, to any additional exemption from sale and use taxes on personal property
acquired in connection with the Project.

         SECTION 8.9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
EXCLUSIVELY BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE
OF TEXAS. VENUE FOR ANY ACTIONS BROUGHT HEREUNDER TO WHICH THE ISSUER IS A PARTY
SHALL LIE IN TRAVIS COUNTY, TEXAS.

         SECTION 8.10. AMOUNTS REMAINING IN FUNDS. Any amounts in the Bond Fund
remaining unclaimed by the Holders of Bonds for three years after the due date
thereof (whether at stated maturity, by redemption or pursuant to any mandatory
sinking fund requirements or otherwise), shall, subject to any applicable
provisions of Title 6 of the Texas Property Code relating to unclaimed property,
be paid to the User; provided that if the Trustee shall have drawn on the Letter
of Credit, and the Bank is owed any amount by the User pursuant to the
Reimbursement Agreement, such amounts remaining in the Bond Fund shall belong
and be paid first to the Bank to the extent of such unpaid amounts. With respect
to that principal of and any premium and interest on the Bonds to be paid from
moneys paid to the User or the Bank pursuant to the preceding sentence, the
Holders of the Bonds entitled to those moneys shall look solely to the User for
the payment of those moneys.



                                       30
<PAGE>   35
         Further, any amounts remaining in the Bond Fund (subject to any
limitations in the Indenture) and any other special funds or accounts (other
than the Rebate Fund) created under this Agreement or the Indenture after all of
the outstanding Bonds shall be deemed to have been paid and discharged under the
provisions of the Indenture and all other amounts required to be paid under this
Agreement, the Notes and the Indenture have been paid, shall be paid (to the
extent that those moneys are in excess of the amounts necessary to effect the
payment and discharge of the outstanding Bonds) first to the Bank to the extent
that any amount is owed by the User to the Bank under the terms of the Letter of
Credit or Reimbursement Agreement, and then to the User.

         SECTION 8.11. FINAL AGREEMENT OF THE PARTIES. THIS AGREEMENT
CONSTITUTES A LOAN AGREEMENT FOR PURPOSES OF SECTION 26.02(a) OF THE TEXAS
BUSINESS AND COMMERCE CODE, AND REPRESENTS 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 8.12. CONFLICTS. In the event of any actual conflict between
the obligations of the User under this Agreement and obligations of the User
under the terms and provisions of the Indenture, the terms and provisions of
this Agreement shall control as to the obligations of the User thereunder.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       31
<PAGE>   36
         IN WITNESS WHEREOF, the Issuer and the User have caused this Agreement
to be duly executed in their respective names, all as of the date first above
written.


                                           CAPITAL INDUSTRIAL DEVELOPMENT
                                           CORPORATION


                                          By:       /s/ Darwin McKee
                                                 -------------------------------
                                          Title:    President
                                                 -------------------------------


                                           CCIR OF TEXAS CORP.



                                          By:       /s/ Joseph G. Andersen
                                                 -------------------------------
                                          Its:      Vice President and Secretary
                                                 -------------------------------



                                       32
<PAGE>   37
                                    EXHIBIT A


                                     PROJECT


         The Project includes the construction, improvement and equipment of a
manufacturing facility and related office facility located at 15508 Bratton
Lane, Austin, Travis County, Texas, to manufacture circuit boards and related
products.






                                       A-1
<PAGE>   38
                                    EXHIBIT B


                                  PROJECT SITE

                                LEGAL DESCRIPTION


           Facility located at 15508 Bratton Lane, Austin, Texas 78728.


                                       B-1
<PAGE>   39
                                    EXHIBIT C


                                      NOTE


$6,000,000                                                       _________, 1998


         CCIR of Texas Corp., a Texas corporation (the "User"), for value
received, promises to pay to The Huntington National Bank, as trustee (the
"Trustee") under the Indenture hereinafter referred to the principal sum of

                               SIX MILLION DOLLARS
                                  ($6,000,000)

and to pay (i) interest on the unpaid balance of such principal sum from and
after the date of this Note at the interest rate or interest rates borne by the
Bonds and (ii) interest on overdue principal, and to the extent permitted by
law, on overdue interest, at the interest rate provided under the terms of the
Bonds.

         This Note has been executed and delivered by the User pursuant to a
certain Loan Agreement (the "Agreement"), dated as of January 1, 1998, between
the Capital Industrial Development Corporation (the "Issuer") and the User.
Terms used but not defined herein shall have the meanings ascribed to such terms
in the Agreement and the Indenture, as defined below.

         Subject to the terms of the Agreement, the Issuer has loaned the User
the proceeds received from the sale of $6,000,000 aggregate principal amount of
Capital Industrial Development Corporation Adjustable Rate Industrial Revenue
Bonds, Series 1998 (CCIR of Texas Corp. Project), dated as January 1, 1998 but
which accrue interest from the date of their issuance (the "Bonds"), to be
applied to assist the User in the financing of the Project. The User has agreed
to repay such loan by making Loan Payments at the times and in the amounts set
forth in this Note. The Bonds have been issued, concurrently with the execution
and delivery of this Note, pursuant to, and are secured by, the Trust Indenture
(the "Indenture"), dated as of January 1, 1998, between the Issuer and the
Trustee.

         To provide funds to pay the Bond Service Charges on the Bonds as and
when due, or to reimburse the Bank for draws under the Letter of Credit to make
such payments, the User hereby agrees to and shall make Loan Payments as
follows: on each Interest Payment Date the amount equal to interest due on the
Bonds on such Interest Payment Date, and on each date on which principal of the
Bonds shall be due and payable pursuant to the mandatory redemption provisions
of Section 4.01 of the Indenture or upon maturity of the Bonds, an amount equal
to such principal due and payable on such date (each such day being a "Loan
Payment Date"). In addition, to provide


                                       C-2
<PAGE>   40
funds to pay the Bond Service Charges and purchase price payments on the Bonds
as and when due at any other time, the User hereby agrees to and shall make Loan
Payments on any other date on which any Bond Service Charges or purchase price
payments on the Bonds shall be due and payable, whether upon acceleration, call
for redemption or otherwise.

         If payment or provision for payment in accordance with the Indenture is
made in respect of the Bond Service Charges on the Bonds from moneys other than
Loan Payments, this Note shall be deemed paid to the extent such payments or
provision for payment of Bond Service Charges has been made. The User shall
receive a credit against its obligation to make Loan Payments hereunder to the
extent of the moneys delivered to the Trustee under and pursuant to the Letter
of Credit for the payment of Bond Service Charges and any other amounts on
deposit in the Bond Fund and available to pay Bond Service Charges on the Bonds
pursuant to the Indenture. Subject to the fore going, all Loan Payments shall be
in the full amount required hereunder.

         All Loan Payments shall be payable in lawful money of the United States
of America, in immediately available funds, and shall be made to the Trustee at
its corporate trust office for the account of the Issuer, deposited in the Bond
Fund and used as provided in the Indenture.

         The obligation of the User to make the payments required hereunder
shall be absolute and unconditional and the User shall make such payments
without abatement, diminution or deduction regardless of any cause or
circumstances whatsoever including, without limitation, any defense, set-off,
recoupment or counterclaim which the User may have or assert against the Issuer,
the Trustee, the Bank or any other person.

         This Note is subject to optional, extraordinary optional and mandatory
prepayment, in whole or in part, upon the terms and conditions set forth in
Article VI of the Agreement. Any optional or extraordinary optional prepayment
is also subject to satisfaction of any applicable notice, deposit or other
requirements set forth in the Agreement or the Indenture.

         Whenever an Event of Default under Section 7.1 of the Agreement shall
have occurred, the unpaid principal amount of and any premium and accrued
interest on this Note may be declared or may become due and payable as provided
in Section 7.2 of the Agreement; provided that any annulment of a declaration of
acceleration with respect to the Bonds under the Indenture shall also constitute
an annulment of any corresponding declaration with respect to this Note.

         IN WITNESS WHEREOF, the User has signed this Note as of the date first
above written.

                                             CCIR OF TEXAS CORP.


                                             By: _______________________________

                                             Its: ______________________________


                                       C-3
<PAGE>   41
                                    EXHIBIT D




                STATEMENT NO. __ REQUESTING DISBURSEMENT OF FUNDS
                FROM PROJECT FUND PURSUANT TO SECTION 3.4 OF THE
                  LOAN AGREEMENT BETWEEN THE CAPITAL INDUSTRIAL
                 DEVELOPMENT CORPORATION AND CCIR OF TEXAS CORP.

         Pursuant to Section 3.4 of the Loan Agreement (the "Agreement") between
the Capital Industrial Development Corporation (the "Issuer") and CCIR of Texas
Corp. (the "User") dated as of January 1, 1998, the undersigned Authorized User
Representative hereby requests and authorizes The Huntington National Bank, as
trustee (the "Trustee"), as depository of the Project Fund created by the
Indenture, as defined in the Agreement, to pay to the User or to the person(s)
listed on the Disbursement Schedule attached hereto out of the moneys on deposit
in the Project Fund the aggregate sum of $___________, to pay such person(s) or
to reimburse the User in full, as indicated in the Disbursement Schedule, for
advances, payments and expenditures made by it in connection with the items
listed in the Disbursement Schedule.

         In connection with the foregoing request and authorization, the
undersigned hereby certifies that:

         (a) Each item for which disbursement is requested hereunder is properly
payable out of the Project Fund in accordance with the terms and conditions of
the Agreement and none of those items has formed the basis for any disbursement
heretofore made from the Project Fund;

         (b) Each such item is or was necessary in connection with the
acquisition, renovation, construction, equipping or installation of the property
comprising the Project, as defined in the Agreement;

         (c) This statement and all exhibits hereto, including the Disbursement
Schedule, shall be conclusive evidence of the facts and statements set forth
herein and shall constitute full warrant, protection and authority to the
Trustee for its actions taken pursuant hereto; and

         (d) This statement constitutes the approval of the User of each
disbursement hereby requested and authorized.




                                       D-1
<PAGE>   42


         IN WITNESS WHEREOF, the Authorized User Representative has set his hand
as of the ____ day of ____________.


                                                 _______________________________
                                                 Authorized User
                                                 Representative


                                                 Consented to by:

                                                 Bank One, Arizona, NA.



                                                 By:____________________________

                                                 Title:_________________________



                                       D-2